Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 001-40820

HHG CAPITAL CORPORATION

(Exact name of registrant as specified in its charter)

British Virgin Islands

N/A

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

1 Commonwealth Lane

#03-20, Singapore

149544

(Address of Principal Executive Offices)

(Zip Code)

+65 6659 1335

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units	HHGCU	The Nasdaq Stock Market LLC
Ordinary Share	HHGC	The Nasdaq Stock Market LLC
Warrants	HHGCW	The Nasdaq Stock Market LLC
Rights	HHGCR	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of November 14, 2023, there were 5,050,561 ordinary shares of the Registrant, par value $0.0001 per share, issued and outstanding.

HHG CAPITAL CORPORATION

Quarterly Report on Form 10-Q

TABLE OF CONTENTS

		Page
PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements

	Unaudited Condensed Consolidated Balance Sheets	1

	Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Nine Months Ended September 30, 2023 and 2022	2

	Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Equity (Deficit) for the Three and Nine Months Ended September 30, 2023 and 2022	3

	Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2023 and 2022	5

	Notes to Unaudited Condensed Consolidated Financial Statements	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	24

Item 4.	Control and Procedures	24

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	25

Item 1A.	Risk Factors	25

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25

Item 3.	Defaults Upon Senior Securities	25

Item 4.	Mine Safety Disclosures	25

Item 5.	Other Information	25

Item 6.	Exhibits	26

SIGNATURES		27

HHG CAPITAL CORPORATION

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30, 2023			December 31, 2022
				(Audited)
ASSETS
Current assets:
Cash	$	6,546		$	328,869
Prepayment		19,256			6,025
Total current assets		25,802			334,894

Non-current assets:
Investments held in Trust Account		35,262,118			34,344,102

TOTAL ASSETS	$	35,287,920		$	34,678,996

LIABILITIES, TEMPORARY EQUITY AND SHAREHOLDERS’ DEFICIT
Current liabilities:
Accrual and other payable	$	162,225		$	36,307
Amount due to a related party		-			150,000
Promissory note – related party		40,000			-
Total current liabilities		202,225			186,307

Deferred underwriting compensation		1,615,000			1,615,000

TOTAL LIABILITIES		1,817,225			1,801,307

Commitments and contingencies		-			-
Ordinary shares subject to possible redemption: 3,323,561 and 3,356,406 shares issued and outstanding at redemption value at September 30, 2023 and December 31, 2022		35,262,118			34,344,102

Shareholders’ deficit:
Ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 1,727,000 shares issued and outstanding (excluding 3,323,561 and 3,356,406 shares subject to redemption) at September 30, 2023 and December 31, 2022, respectively		172			172
Accumulated deficit		(1,791,595	)		(1,466,585	)

Total shareholders’ deficit		(1,791,423	)		(1,466,413	)

TOTAL LIABILITIES, TEMPORARY EQUITY AND SHAREHOLDERS’ DEFICIT	$	35,287,920		$	34,678,996

See accompanying notes to unaudited condensed consolidated financial statements.

HHG CAPITAL CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

	2023			2022			2023			2022
	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022

General and administrative expenses	$	(171,430	)	$	(63,263	)	$	(457,854	)	$	(397,280	)

Other income:
Dividend income earned in investments held in Trust Account		453,381			262,281			1,198,613			306,369
Interest income		-			2			3,471			8
Other income		210,000			-			210,000			-

Total other income		663,381			262,283			1,412,084			306,377

NET INCOME (LOSS)	$	491,951		$	199,020		$	954,230		$	(90,903	)

Other comprehensive income (loss):
Unrealized gain on available-for-sale securities		-			143,880			-			223,878
Reclassification of realized gain on available-for-sale securities, net to net income		-			(182,616	)		-			(224,202	)

COMPREHENSIVE INCOME (LOSS)	$	491,951		$	160,284		$	954,230		$	(91,227	)

Basic and diluted weighted average shares outstanding, ordinary shares subject to possible redemption		3,353,550			5,515,844			3,355,444			5,671,090
Basic and diluted net income per ordinary shares subject to possible redemption	$	0.15		$	0.17		$	0.32		$	0.37

Basic and diluted weighted average shares outstanding, non-redeemable ordinary share		1,727,000			1,727,000			1,727,000			1,727,000
Basic and diluted net income (loss) per non-redeemable ordinary share	$	0.00		$	(0.42	)	$	(0.06	)	$	(1.26	)

See accompanying notes to unaudited condensed consolidated financial statements.

HHG CAPITAL CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ (DEFICIT) EQUITY


	Nine Months Ended September 30, 2023
	Ordinary shares				Additional		Accumulated other					Total
	No. of shares		Amount		paid-in capital		comprehensive income		Accumulated deficit			shareholders’ deficit

Balance as of January 1, 2023		1,727,000	$	172	$	-	$	-	$	(1,466,585	)	$	(1,466,413	)

Accretion of carrying value to redemption value		-		-		-		-		(1,279,240	)		(1,279,240	)
Net income for the period		-		-		-		-		954,230			954,230

Balance as of September 30, 2023		1,727,000	$	172	$	-	$	-	$	(1,791,595	)	$	(1,791,423	)

	Nine Months Ended September 30, 2022
	Ordinary shares				Additional			Accumulated other						Total
	No. of shares		Amount		paid-in capital			comprehensive (loss) income			Accumulated deficit			shareholders’ equity (deficit)

Balance as of January 1, 2022		1,727,000	$	172	$	8,164,707		$	324		$	(158,774	)	$	8,006,429

Accretion of carrying value to redemption value		-		-		(8,164,707	)		-			(1,033,603	)		(9,198,310	)
Unrealized holding gain on available-for-sales securities		-		-		-			223,878			-			223,878
Reclassification of realized gain on available-for-sale securities, net to net income		-		-		-			(224,202	)		-			(224,202	)
Net loss for the period		-		-		-			-			(90,903	)		(90,903	)

Balance as of September 30, 2022		1,727,000	$	172	$	-		$	-		$	(1,283,280	)	$	(1,283,108	)

	Three Months Ended September 30, 2023
	Ordinary shares				Additional		Accumulated other					Total
	No. of shares		Amount		paid-in capital		comprehensive (loss) income		Accumulated deficit			shareholders’ deficit

Balance as of June 30, 2023		1,727,000	$	172	$	-	$	-	$	(1,804,019	)	$	(1,803,847	)

Accretion of carrying value to redemption value		-		-		-		-		(479,527	)		(479,527	)
Net income for the period		-		-		-		-		491,951			491,951

Balance as of September 30, 2023		1,727,000	$	172	$	-	$	-	$	(1,791,595	)	$	(1,791,423	)

	Three Months Ended September 30, 2022
	Ordinary shares				Additional			Accumulated other						Total
	No. of shares		Amount		paid-in capital			comprehensive (loss) income			Accumulated deficit			shareholders’ equity (deficit)

Balance as of June 30, 2022		1,727,000	$	172	$	2,221,967		$	38,736		$	(448,697	)	$	1,812,178

Accretion of carrying value to redemption value		-		-		(2,221,967	)		-			(1,033,603	)		(3,255,570	)
Unrealized holding gain on available-for-sales securities		-		-		-			143,880			-			143,880
Reclassification of realized gain on available-for-sale securities, net to net income									(182,616	)					(182,616	)
Net income for the period		-		-		-			-			199,020			199,020
Net income (loss) for the period		-		-		-			-			199,020			199,020

Balance as of September 30, 2022		1,727,000	$	172	$	-		$	-		$	(1,283,280	)	$	(1,283,108	)

See accompanying notes to unaudited condensed consolidated financial statements.

HHG CAPITAL CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	Nine Months Ended			Nine Months Ended
	September 30, 2023			September 30, 2022
Cash flows from operating activities
Net income (loss)	$	954,230		$	(90,903	)
Adjustments to reconcile net income (loss) to net cash used in operating activities
Dividend income earned in investments held in Trust Account		(1,198,613	)		(306,369	)
Waiver of amount due to a related party		(210,000	)		-

Change in operating assets and liabilities
Increase in prepayment		(13,231	)		(1,911	)
Increase (decrease) in accrual and other payable		125,918			(3,833	)
Amount due to a related party		60,000			90,000
Net cash used in operating activities		(281,696	)		(313,016	)

Cash flows from investing activities
Proceeds of extension payments deposited in Trust Account		(80,627	)		(9,080	)
Withdraw of investments in Trust Account		361,224			24,223,171

Net cash provided by investing activities		280,597			24,214,091

Cash flows from financing activities
Proceeds from issuance of promissory note		40,000			-
Repayment to a related party		-			(450	)
Redemption of ordinary shares		(361,224	)		(24,223,171	)
Net cash used in financing activities		(321,224	)		(24,223,621	)

NET CHANGE IN CASH		(322,323	)		(322,546	)

Cash, beginning of period		328,869			779,868

Cash, end of period	$	6,546			457,322

SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES:
Accretion of carrying value to redemption value	$	(1,279,240	)	$	(9,198,310	)

See accompanying notes to unaudited condensed consolidated financial statements.

HHG CAPITAL CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – ORGANIZATION AND BUSINESS BACKGROUND

HHG Capital Corporation (the “Company” or “we”, “us” and “our”) is a newly organized blank check company incorporated on July 15, 2020, under the laws of the British Virgin Islands for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other similar business combination with one or more businesses or entities (“Business Combination”). Currently, the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, except for any entity with its principal business operations in China (including Hong Kong).

On March 15, 2023, the Company entered into non-binding letter of intent with Perfect Hexagon Group Limited.

On August 2, 2023, the Company entered into an agreement and plan of merger (the “Merger Agreement”) with Perfect Hexagon Holdings Limited, a British Virgin Islands business company and wholly owned subsidiary of the Company (“Purchaser”), Perfect Acquisitions Limited, a British Virgin Islands business company and wholly owned subsidiary of Purchaser (“Merger Sub”), and Perfect Hexagon Group Limited, a British Virgin Islands business company ( “Perfect Hexagon”). Upon the closing of the transactions contemplated by the Merger Agreement, (a) the Company will be merged with and into Purchaser (the “Reincorporation Merger”), with Purchaser surviving the Reincorporation Merger, and (b) Merger Sub will be merged with and into Perfect Hexagon (the “Acquisition Merger”), with Perfect Hexagon surviving the Acquisition Merger as a direct wholly owned subsidiary of Purchaser (collectively, the “Merger” or the “Business Combination”). Following the Business Combination, Purchaser will be a publicly traded company listed on a stock exchange in the United States.

Pursuant to the terms of the Merger Agreement, the aggregate consideration to be paid at the closing of the Business Combination to existing shareholders of Perfect Hexagon is $990,000,000 (the “Merger Consideration”), which will be paid in 99,000,000 newly issued ordinary shares of the Purchaser at a deemed price of $10.00 per share.

As of September 30, 2023, the Company had not commenced any operations. The Company’s entire activities from inception up to September 23, 2021 relate to the Company’s formation and the Initial Public Offering as described below. Since the Initial Public Offering, the Company’s activity has been limited to the evaluation of business combination candidates. The Company has selected December 31 as its fiscal year end.

Financing

The registration statement for the Company’s Initial Public Offering (the “Initial Public Offering” or “IPO” as described in Note 4) became effective on September 20, 2021. On September 23, 2021, the Company consummated the Initial Public Offering of 5,000,000 ordinary units (the “Public Units”), generating gross proceeds of $50,000,000 which is described in Note 4.

Simultaneously, the underwriters exercised the over-allotment option in full. The underwriters purchased an additional 750,000 Units (the “Over-Allotment Units”) at an offering price of $10.00 per Unit, generating gross proceeds to the Company of $7,500,000.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 237,000 units (the “Private Units”) at a price of $10.00 per Private Unit in a private placement, generating gross proceeds of $2,370,000, which is described in Note 5. On September 23, 2021, simultaneously with the sale of the over-allotment units, the Company consummated the private sale of an additional 18,000 Private Units, generating gross proceeds of $180,000.

Transaction costs paid upon the consummation of the Initial Public Offering amounted to $1,031,411, consisting of $805,000 of underwriter’s fees and $226,411 of other offering costs.

Trust Account

Upon the closing of the Initial Public Offering, the exercise of the over-allotment option and the closing of the private placement, $58,075,000 was placed in a trust account (the “Trust Account”) with American Stock & Trust Company, LLC acting as trustee. The funds held in the Trust Account can be invested in United States government treasury bills, bonds or notes, having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act until the earlier of (i) the consummation of the Company’s initial Business Combination and (ii) the Company’s failure to consummate a Business Combination within the Combination Period as described below. Placing funds in the Trust Account may not protect those funds from third party claims against the Company. Although the Company will seek to have all vendors, service providers, prospective target businesses or other entities it engages, execute agreements with the Company waiving any claim of any kind in or to any monies held in the Trust Account, there is no guarantee that such persons will execute such agreements. The remaining net proceeds (not held in the Trust Account) may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. Additionally, the dividend earned on the Trust Account balance may be released to the Company to pay the Company’s tax obligations. On September 21, 2022, upon the Company’s shareholders approval of the Charter Amendment, 2,393,594 shares were redeemed by certain shareholders at a price of approximately $10.12 per share, including dividend generated in the Trust Account, in an aggregate amount of $24,223,171. On December 1, 2022, the aggregate amount adjusted to $24,274,780. On September 25, 2023, upon the Company’s shareholders approval of the Charter Amendment II, 32,845 shares were redeemed by certain shareholders at a price of approximately $11.00 per share, including dividend generated in the Trust Account, in an aggregate amount of $361,224.

Business Combination

Pursuant to Nasdaq listing rules, the Company’s initial Business Combination must occur with one or more target businesses having an aggregate fair market value equal to at least 80% of the value of the funds in the Trust Account (excluding any deferred underwriter’s fees and taxes payable on the income earned on the Trust Account), which the Company refers to as the 80% test, at the time of the execution of a definitive agreement for the initial Business Combination, although the Company may structure a Business Combination with one or more target businesses whose fair market value significantly exceeds 80% of the Trust Account balance. If the Company is no longer listed on Nasdaq, it will not be required to satisfy the 80% test. The Company currently anticipates structuring a Business Combination to acquire 100% of the equity interests or assets of the target business or businesses.

The Company will provide its shareholders with the opportunity to redeem all or a portion of their ordinary shares obtained in the Initial Public Offering (“Public Shares”) upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then on deposit in the Trust Account (initially $10.10 per share, plus any pro rata dividend earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to shareholders who redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 4). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants and rights. The ordinary shares subject to redemption was initially recorded at its fair value at the date of issuance and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”

The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Second Amended and Restated Memorandum and Articles of Association, offer such redemption pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination.

The Company’s initial shareholders (the “initial shareholders”) have agreed (a) to vote their insider shares, the ordinary shares included in the Private Units (the “Private Shares”) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination, (b) not to propose, or vote in favor of, an amendment to the Company’s Second Amended and Restated Memorandum and Articles of Association that would stop the public shareholders from converting or selling their shares to the Company in connection with a Business Combination or affect the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) unless the Company provides dissenting public shareholders with the opportunity to convert their Public Shares into the right to receive cash from the Trust Account in connection with any such vote; (c) not to convert any insider shares and Private Units (including underlying securities) (as well as any Public Shares purchased during or after the Initial Public Offering) into the right to receive cash from the Trust Account in connection with a shareholder vote to approve a Business Combination (or sell any shares in a tender offer in connection with a Business Combination) or a vote to amend the provisions of the Second Amended and Restated Memorandum and Articles of Association relating to shareholders’ rights of pre-Business Combination activity and (d) that the insider shares and Private Units (including underlying securities) shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated. However, the initial shareholders will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or after the Initial Public Offering if the Company fails to complete its Business Combination. The Company will have until 12 months (or up to 24 months if the Company extends the period of time to consummate a business combination, as described in more detail below) from the closing of the Initial Public Offering to complete its Business Combination (the “Combination Period”).

On August 17, 2022, the Company has reached an agreement (the “Waiver Agreement”) with Kok Wai Hooy (“Sponsor”), who is its largest public shareholder, and with certain other holders of Public Shares (the “Anchor Shareholders”) who, as of August 17, 2022, together own 3,084,000 Public Shares, which represent 53.63% of all outstanding Ordinary Shares that are owned by its public shareholders. Pursuant to the Waiver Agreement, the Anchor Shareholders have agreed to waive their pro rata share of all Extension Payments made into the Trust Account after the date thereof. As a result, each monthly Extension Payment (of $88,867 if there are no redemptions) that is paid into the Trust Account would be segregated so that only the Company’s public shareholders who have not redeemed their Shares, excluding the Anchor Shareholders, would receive their pro rata share of each such monthly extension payment (in addition to their pro rata share of amounts then in the Trust Account) upon redemption or upon the liquidation of the Company as provided in its amended charter after giving effect to the Charter Amendment (as described below). The Waiver Agreement also provides that the Anchor Shareholders will agree not to sell or otherwise transfer any of their Shares (subject to customary exceptions for transfers to certain family members and other affiliates) other than in connection with a redemption of their Shares in the event that the Company is forced to dissolve or liquidate. The terms of the Waiver Agreement, when taken together with the Charter Amendment and the Trust Amendment, would place all of its shareholders (other than the Anchor Shareholders) in the same financial position that they would have been if each monthly extension payment was equal to one-third of the payment for each three-month extension provided for under its previous charter.

Along with the Company’s amendment to the amended and restated memorandum and article of association, the Company entered into an amendment (the “Trust Amendment”) to the investment management trust agreement, dated as of September 19, 2021, with American Stock Transfer & Trust Company. Pursuant to the Trust Amendment, the Company has the right to extend the time to complete a business combination twelve (12) times for an additional one (1) month each time from September 23, 2022, up to September 23, 2023, by depositing $0.033 for each issued and outstanding Public Shares for each one-month extension, excluding Public Shares hold by the Anchor Shareholders.

On September 21, 2023, the shareholders of the Company approved an amended and restated memorandum and articles of association (the “Charter Amendment II”), giving the Company the right to extend the date by which it has to complete a business combination up to twelve (12) times for an additional one (1) month each time, from September 23, 2023 to up to September 23, 2024. Additionally, the Charter Amendment II also allowed the holders of the Public Shares to redeem the shares when the Directors of the Company propose any amendment to the Company’s amended and restated memorandum and article of association that would affect the substance or timing of the redemption of the Public Shares. Accordingly, on September 22, 2023, 32,845 Public Shares were redeemed for the pro-rata share of the deposits then in the Trust Account.

Along with the Company’s amendment to the amended and restated memorandum and article of association, the Company entered into an amendment (the “Trust Amendment II”) to the investment management trust agreement, dated as of September 19, 2021, with Equiniti Trust Company LLC (formerly known as American Stock Transfer & Trust Company). Pursuant to the Trust Amendment II, the Company has the right to extend the time to complete a business combination twelve (12) times for an additional one (1) month each time from September 23, 2023, to September 23, 2024, by depositing $0.0333 for each issued and outstanding Company ordinary share issued in the IPO that has not been redeemed held by shareholders who did not enter into the Waiver Agreement (each, a “non-waiving Public Share”) or each one-month extension.

The Company was using part of proceeds from promissory note – related party which deposited into the Trust Account in order to extend the amount of available time to complete a business combination. On each of September 21, 2022, October 31, 2022, November 28, 2022, December 21, 2022, January 20, 2023, February 21, 2023, March 21, 2023, April 21, 2023, May 23, 2023, June 23, 2023 and July 23, 2023, the Company had deposited $9,080 into the Trust Account in order to extend the amount of available time to complete a business combination until August 23, 2023. On each of August 23, September 23, 2023, October 20, 2023 the Company had deposited $7,985 into the Trust Account in order to extend the amount of available time to complete a business combination until November 23, 2023.

On August 2, 2023, the Company entered into an agreement and plan of merger (the “Merger Agreement”) with PubCo, Merger Sub, and Investor. Upon the closing of the transactions contemplated by the Merger Agreement, (a) the Company will be merged with and into PubCo (the “Reincorporation Merger”), with PubCo surviving the Reincorporation Merger, and (b) Merger Sub will be merged with and into the Company (the “Acquisition Merger”), with the Company surviving the Acquisition Merger as a direct wholly owned subsidiary of PubCo (collectively, the “Merger” or the “Business Combination”). Pursuant to the terms of the Merger Agreement, the aggregate consideration to be paid at the closing of the Business Combination to existing shareholders of the Investor is $990,000,000 (the “Merger Consideration”), which will be paid in 99,000,000 newly issued ordinary shares of the PubCo at a deemed price of $10.00 per share. The parties have agreed that the closing of the Business Combination shall occur no later than December 31, 2023 (the “Outside Date”). The Outside Date may be extended upon the written agreement of the parties.

Liquidation

If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including dividend earned (net of taxes payable), which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law. The underwriters have agreed to waive its rights to the deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than $10.10 as initially deposited in the Trust Account.

The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below $10.10 per share (whether or not the underwriters’ over-allotment option is exercised in full), except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Liquidity and going concern

For the nine months ended September 30, 2023, the Company generated net income of $954,230 but had cash used in operating activities of $281,696. As of September 30, 2023, the Company had cash of $6,546 and working capital deficit of $176,423. Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. The Company may need to raise additional capital through loans or additional investments from its Sponsor or third parties as discussed in Note 6.

In connection with the Company’s assessment of going concern in accordance with the authoritative guidance in ASU 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has concluded that the Company has incurred net cash used in operating activities and determined that the mandatory liquidation and subsequent dissolution, should the Company be unable to raise additional funds to meet its obligations and complete a Business Combination, raises substantial doubt about the Company’s ability to continue as a going concern. The Company has until November 23, 2023 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date without an extension to the acquisition period, there will be a mandatory liquidation and subsequent dissolution. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after November 23, 2023. Pursuant to the Trust Amendment II, the Company has the right to extend the time to complete a business combination twelve (12) times for an additional one (1) month each time from September 23, 2023, to September 23, 2024, by depositing $0.0333 for each issued and outstanding Company ordinary share issued in the IPO for each one-month extension.

Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through one year from the date of these financial statements if a Business Combination is not consummated. These unaudited condensed consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

●	Basis of presentation

These accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. The interim financial information provided is unaudited, but includes all adjustments which management considers necessary for the fair presentation of the results for these periods. Operating results for the period ended September 30, 2023 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2023. The information included in this Form 10-Q should be read in conjunction with Management’s Discussion and Analysis, and the financial statements and notes thereto included in the Company’s Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on April 13, 2023.

●	Principles of consolidation

The unaudited condensed consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant intercompany transactions and balances between the Company and its subsidiaries are eliminated upon consolidation.

Subsidiaries are those entities in which the Company, directly or indirectly, controls more than one half of the voting power; or has the power to govern the financial and operating policies, to appoint or remove the majority of the members of the board of directors, or to cast a majority of votes at the meeting of directors.

The accompanying unaudited condensed consolidated financial statements reflect the activities of the Company and each of the following entities:

SUMMARY OF SUBSIDIARY COMPANY OWNERSHIP

Name	Background	Ownership
Perfect Hexagon Holdings Limited (“PubCo”)	A British Virgin Islands company Incorporated on April 20, 2023	100% Owned by the Company
Perfect Acquisitions Limited (“Merger Sub”)	A British Virgin Islands company Incorporated on April 27, 2023	100% Owned by PubCO

●	Emerging growth company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

●	Use of estimates

In preparing these unaudited condensed consolidated financial statements in conformity with U.S. GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, actual results may differ from these estimates.

●	Cash and cash equivalents

The Company’s cash consists of deposit with financial institution. The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2023 and December 31, 2022.

●	Concentration of credit risk

Financial instruments that potentially subject the Company to the concentration of credit risk consist of these cash accounts in a financial institution. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

●	Investments held in Trust Account

At September 30, 2023 and December 31, 2022, substantially all of the assets held in the Trust Account were held in money market funds. Assets held in money market funds were invested primarily in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. The Company classifies marketable securities as available-for-sale at the time of purchase and reevaluates such classification as of each balance sheet date. All marketable securities are recorded at their fair value. Unrealized gains and losses for available-for-sale securities are recorded in other comprehensive income. The Company evaluates its investments to assess whether those with unrealized loss positions are other than temporarily impaired. Impairments are considered other than temporary if they are related to deterioration in credit risk or if it is likely the Company will sell the securities before the recovery of the cost basis. Realized gains and losses and declines in value determined to be other than temporary are determined based on the specific identification method and are reported in other income, net in the unaudited condensed consolidated statements of comprehensive income (loss).

●	Warrant accounting

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”) and ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the unaudited condensed consolidated statements of comprehensive income (loss).

As the warrants issued upon the IPO and private placements meet the criteria for equity classification under ASC 480, therefore, the warrants are classified as equity.

●	Ordinary shares subject to possible redemption

The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares issued upon the consummation of the IPO and the exercise of the over-allotment option feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2023 and December 31, 2022, ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity (deficit) section of the Company’s unaudited condensed consolidated balance sheets.

The Company has made a policy election in accordance with ASC 480-10-S99-3A and recognizes changes in redemption value in additional paid-in capital or accumulated deficit if additional paid in capital equals to zero over an expected 12-month period leading up to a Business Combination. For the nine months ended September 30, 2023 and 2022, the Company recorded $1,279,240 and $9,198,310 accretion of carrying value to redemption value, respectively.

●	Income taxes

Income taxes are determined in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC 740”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their consolidated financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the consolidated financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. The Company and subsidiaries’ management determined that the British Virgin Islands is the Company and subsidiaries’ major tax jurisdiction. The Company and subsidiaries recognize accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2023 and December 31, 2022. The Company and subsidiaries are currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company and subsidiaries may be subject to potential examination by foreign taxing authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with foreign tax laws. The Company and subsidiaries’ management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

The Company and subsidiaries’ tax provision is zero for the nine months ended September 30, 2023 and 2022.

The Company and subsidiaries are considered to be an exempted British Virgin Islands Company and is presently not subject to income taxes or income tax filing requirements in the British Virgin Islands or the United States.

●	Net income (loss) per share

The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share” (“ASC 260”). In order to determine the net income (loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income (loss) allocable to both the redeemable common stock and non-redeemable common stock and the undistributed income (loss) is calculated using the total net loss less any dividends paid. The Company then allocated the undistributed income (loss) ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable ordinary share. Any remeasurement of the accretion to redemption value of the ordinary share subject to possible redemption was considered to be dividends paid to the public shareholders. For the three and nine months ended September 30, 2023 and 2022, the Company has not considered the effect of the warrants sold in the Initial Public Offering in the calculation of diluted net income (loss) per share, since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive and the Company did not have any other dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted income (loss) per share is the same as basic (income) loss per share for the periods presented.

The net income (loss) per share presented in the unaudited condensed consolidated statement of comprehensive income (loss) is based on the following:

	September 30, 2023			September 30, 2022
	For the Three Months Ended
	September 30, 2023			September 30, 2022
Net income	$	491,951		$	199,020
Accretion of carrying value to redemption value		(479,527	)		(3,255,570	)
Net income (loss) including accretion of carrying value to redemption value	$	12,424		$	(3,056,550	)

	September 30, 2023			September 30, 2022
	For the Nine Months Ended
	September 30, 2023			September 30, 2022
Net income (loss)	$	954,230		$	(90,903	)
Accretion of carrying value to redemption value		(1,279,240	)		(9,198,310	)
Net loss including accretion of carrying value to redemption value	$	(325,010	)	$	(9,289,213	)

	For the Three Months Ended
	September 30, 2023				September 30, 2022
	Redeemable		Non-Redeemable		Redeemable			Non-Redeemable
	Ordinary Share		Ordinary Share		Ordinary Share			Ordinary Share
Basic and diluted net loss per share:		-		-		-			-
Numerators:
Allocation of net income (loss) including carrying value to redemption value	$	8,201	$	4,223	$	(2,327,739	)	$	(728,811	)
Accretion of carrying value to redemption value		479,527		-		3,255,570			-
Allocation of net income (loss)	$	487,728	$	4,223	$	927,831		$	(728,811	)
Denominators:
Weighted-average shares outstanding		3,353,550		1,727,000		5,515,844			1,727,000
Basic and diluted net income (loss) per share	$	0.15	$	0.00	$	0.17		$	(0.42	)

	For the Nine Months Ended
	September 30, 2023						September 30, 2022
	Redeemable			Non-Redeemable			Redeemable			Non-Redeemable
	Ordinary Share			Ordinary Share			Ordinary Share			Ordinary Share
Basic and diluted net loss per share:		-			-			-			-
Numerators:
Allocation of net loss including carrying value to redemption value	$	(214,573	)	$	(110,437	)	$	(7,120,752	)	$	(2,168,461	)
Accretion of carrying value to redemption value		1,279,240			-			9,198,310			-
Allocation of net income (loss)	$	1,064,667		$	(110,437	)	$	2,077,558		$	(2,168,461	)
Denominators:
Weighted-average shares outstanding		3,355,444			1,727,000			5,671,090			1,727,000
Basic and diluted net income (loss) per share	$	0.32		$	(0.06	)	$	0.37		$	(1.26	)

●	Related parties

Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence.

●	Fair value of financial instrument

ASC Topic 820 “Fair Value Measurements” (“ASC 820”) defines fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the buyer and the seller at the measurement date. In determining fair value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value. ASC 820 establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability. These inputs are further defined as observable and unobservable inputs. Observable inputs are those that buyer and seller would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in the circumstances.

The fair value hierarchy is categorized into three levels based on the inputs as follows:

Level 1 —	Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.

Level 2 —	Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means.

Level 3 —	Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820 approximates the carrying amounts represented in the unaudited condensed consolidated balance sheets. The fair values of cash, and other current assets, accrued expenses, amount due to sponsor are estimated to approximate the carrying values as of September 30, 2023 and December 31, 2022 due to the short maturities of such instruments. The Company measured its investments held in trust account at fair value on a recurring basis as of September 30, 2023 and December 31, 2022 and the fair value is based on Level 1 inputs.

The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of September 30, 2023 and December 31, 2022, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.

	September 30,		Quoted Prices In Active Markets		Significant Other Observable Inputs		Significant Other Unobservable Inputs
Description	2023		(Level 1)		(Level 2)		(Level 3)
Assets:
Money market funds invested in U.S. Treasury Securities*	$	35,262,118	$	35,262,118	$	-	$	-

	December 31,		Quoted Prices In Active Markets		Significant Other Observable Inputs		Significant Other Unobservable Inputs
Description	2022		(Level 1)		(Level 2)		(Level 3)
Assets:
Money market funds invested in U.S. Treasury Securities*	$	34,344,102	$	34,344,102	$	-	$	-

*	included in investments held in trust account on the Company’s unaudited condensed consolidated balance sheets.

●	Recent accounting pronouncements

The Company has considered all new accounting pronouncements and has concluded that there are no new pronouncements that may have a material impact on the results of operations, financial condition, or cash flows, based on the current information.

NOTE 3 – INVESTMENTS HELD IN TRUST ACCOUNT

As of September 30, 2023, investment securities in the Company’s Trust Account consisted of $35,262,118 in Money Marketing Fund (“MMF”) that invests in U.S. treasury securities. As of December 31, 2022, investment securities in the Company’s Trust Account consisted of $34,344,102 in MMF that invests in U.S. treasury securities. The Company classifies its MMF as available-for-sale. Available-for-sale marketable securities are recorded at their fair value on the accompanying September 30, 2023 and December 31, 2022 unaudited condensed consolidated balance sheets. No unrealized holding gain and fair value of available-for-sale marketable securities on September 30, 2023 and December 31, 2022.

	For the Nine Months Ended September 30, 2023			For the Year Ended December 31, 2022
Balance brought forward	$	34,344,102		$	58,076,283
Plus:
Dividend income earned in Trust Account		1,198,613			506,602
Business combination extension fee		80,627			36,321
Gross unrealized holding gain		-			223,878
Reclassification of realized gain on available-for-sale securities, net to net income		-			(224,202	)
Less:
Share redemption during the year		(361,224	)		(24,274,780	)

Balance carried forward	$	35,262,118		$	34,344,102

NOTE 4 – INITIAL PUBLIC OFFERING

On September 23, 2021, the Company sold 5,000,000 Public Units at a price of $10.00 per Unit. Simultaneously, the Company sold an additional 750,000 units to cover over-allotments. Each Public Unit consists of one ordinary share, one right (“Public Right”) and one redeemable warrant (“Public Warrant”). Each Public Right will convert into one-tenth (1/10) of one ordinary share upon the completion of the initial Business Combination. Each Public Warrant will entitle the holder to purchase three-fourth (3/4) of one ordinary share at an exercise price of $11.50 per whole share. The Company will not issue fractional shares upon the exercise of the Public Warrant or the conversion of the Public Right.

The Company paid an upfront underwriting discount of $805,000, equal to 1.4% of the gross offering proceeds to the underwriter at the closing of the Initial Public Offering, with an additional fee of $1,615,000 (the “Deferred Underwriting Discount”). The Deferred Underwriting Discount will become payable to the underwriter from the amounts held in the Trust Account solely in the event the Company completes its Business Combination. In the event that the Company does not close the Business Combination, the underwriter has waived its right to receive the Deferred Underwriting Discount. The underwriter is not entitled to any interest accrued on the Deferred Underwriting Discount.

Besides the upfront underwriting discount of $805,000 and the Deferred Underwriting Discount of $1,615,000, the Company also incurred other offering expenses of $297,023. The Company allocates offering costs totaled $2,717,023 between Public Shares, Public Warrants and Public Rights based on the estimated fair value of each at the date of issuance. Accordingly, $2,284,236 offering cost was allocated to Public Shares, $432,787 offering cost was allocated to Public Warrants and Public Rights.

As a result of the aforementioned allocation, upon the completion of the IPO, $46,245,764 is allocated to the ordinary shares included in the Public Units and recorded as temporary equity and $8,537,213 is allocated to the Public Warrants and Public Rights and is recorded as part of the additional paid-in capital.

NOTE 5 – PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) with its Sponsor of 255,000 units (the “Private Units”) at a price of $10.00 per Private Unit, generating total proceeds of $2,550,000. Each Private Unit consists of one Private Share, one Private Right (“Private Right”) and one redeemable warrant (each, a “Private Warrant”). Each Private Right will convert into one-tenth (1/10) of one ordinary share upon the completion of the Business Combination. Each Private Warrant is exercisable to purchase three-fourth (3/4) of one ordinary share at a price of $11.50 per share. The Company will not issue fractional shares upon the exercise of the Public Warrant or the conversion of the Public Right.

The Private Units are identical to the units sold in the Initial Public Offering except with certain registration rights and transfer restrictions.

NOTE 6 – RELATED PARTY TRANSACTIONS

Insider Shares

In July 2020, the Company issued an aggregate of 10,000 founder shares to the initial shareholders for an aggregate purchase price of $1.

In November 2020, the Company issued an aggregate of 1,240,000 additional founder shares to the initial shareholders for an aggregate purchase price of $24,999.

In February 2021, the Company issued an aggregate of 187,500 additional founder shares to the initial shareholders. On May 27, 2021 initial shareholders transferred a total of 1,437,500 shares to the Expert Capital Investments Limited (“Expert”). Expert then transferred all of its shares to our Sponsor on June 21, 2021. On June 28, 2021, our Sponsor transferred an aggregate of 255,000 ordinary shares to the new management and directors. The value of the transferred shares was insignificant.

Promissory Note — Related Party

On August 8 and October 9, 2023, the Company issued an unsecured promissory notes to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $80,000 and $100,000 (the “Promissory Note”), respectively. The Promissory Note is non-interest bearing and payable upon consummation of business combination.

As of September 30, 2023 and December 31, 2022, the Sponsor had advanced the Company an aggregate amount of $40,000 and $0, respectively. The advances are non-interest bearing and due on demand.

Working Capital Loan

In order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $500,000 of notes may be converted upon consummation of a Business Combination into additional Private Units at a price of $10.00 per Unit. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of September 30, 2023 and December 31, 2022, there was no outstanding balance under the Working Capital Loans.

Administrative Services Agreement

The Company is obligated, commencing from the date of the consummation of the offering, to pay the Sponsor a monthly fee of $10,000 for general and administrative services. This agreement will terminate upon completion of the Company’s Business Combination or the liquidation of the trust account to public shareholders. For the nine months ended September 30, 2023 and 2022, the Company incurred $60,000 and $90,000 expenses, respectively, in connection with the execution of the administrative service agreement. On September 4, 2023, the Sponsor agreed to waive monthly fee of $10,000 commencing from July 1, 2023 and all the $210,000 outstanding balance due to the Sponsor as of June 30, 2023. The Company recognized waiver of amount of $210,000 as other income in the unaudited condensed consolidated statements of comprehensive loss. As of September 30, 2023 and December 31, 2022, the Company had unpaid administrative service monthly fee of $0 and $150,000, respectively, which are recorded as amounts due to a related party in the respective unaudited condensed consolidated balance sheets.

Private Placement

The Company consummated the Private Placement with its Sponsor of 255,000 Private Units at a price of $10.00 per Private Unit, generating total proceeds of $2,550,000. Refer to Note 5 for details.

Waiver Agreement

On August 17, 2022, the Company entered into the Waiver Agreement with the Sponsor and the Anchor Shareholders, who agreed to waive their pro rata share of all Extension Payments made into the Trust Account after the date thereof. As a result, each monthly Extension Payment (of $88,867 if there are no redemptions) that is paid into the Trust Account would be segregated so that only the Company’s public shareholders who have not redeemed their Shares, excluding the Anchor Shareholders, would receive their pro rata share of each such monthly extension payment (in addition to their pro rata share of amounts then in the Trust Account) upon redemption or upon the liquidation of the Company as provided in its amended charter after giving effect to the Charter Amendment.

NOTE 7 – SHAREHOLDER’S DEFICIT

On September 23, 2021, the Company completed the Initial Public Offering and issued an aggregate of 5,750,000 Public Units and raised gross proceeds of $57,500,000. Refer to Note 4 for details. Simultaneously, the Company completed a private placement and issued an aggregate of 255,000 Private Units and raised gross proceeds of $2,550,000. Refer to Note 5 for details.

Ordinary shares

The Company is authorized to issue 500,000,000 ordinary shares at par $0.0001. Holders of the Company’s ordinary shares are entitled to one vote for each share.

Rights

Each holder of a right (including Public Rights and Private Rights) will automatically receive one-tenth (1/10) of one ordinary share upon consummation of a Business Combination, even if the holder of such right redeemed all shares held by it in connection with a Business Combination. No fractional shares will be issued upon exchange of the rights. In the event the Company will not be the surviving company upon completion of a Business Combination, each holder of a right will be required to affirmatively convert the rights in order to receive the one-tenth (1/10) of an ordinary share underlying each right upon consummation of a Business Combination.

If the Company is unable to complete a Business Combination within the required time period and the Company redeems the Public Shares for the funds held in the trust account, holders of rights will not receive any of such funds for their rights and the rights will expire worthless.

Warrants

The Public Warrants will become exercisable on the later of (a) the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering. No Public Warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to such ordinary shares. Notwithstanding the foregoing, if a registration statement covering the ordinary shares issuable upon the exercise of the Public Warrants is not effective within 90 days from the consummation of a Business Combination, the holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise the Public Warrants on a cashless basis pursuant to the exemption from registration provided by Section 3(a)(9) of the Securities Act provided that such exemption is available. If an exemption from registration is not available, holders will not be able to exercise their Public Warrants on a cashless basis. The Public Warrants will expire five years after the completion of the Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

The Company may call the warrants for redemption, in whole and not in part, at a price of $0.01 per warrant:

●	at any time while the Public Warrants are exercisable,

●	upon not less than 30 days’ prior written notice of redemption to each Public Warrant holder,

●	if, and only if, the reported last sale price of the ordinary shares equals or exceeds $16.5 per share, for any 20 trading days within a 30 trading day period ending on the third trading day prior to the notice of redemption to Public Warrant holders, and

●	if, and only if, there is a current registration statement in effect with respect to the issuance of the ordinary shares underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption.

The Private Warrants are identical to the Public Warrants underlying the Units being sold in the Initial Public Offering. The Private Warrants (including the ordinary shares issuable upon exercise of the private warrants) will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination.

If the Company calls the warrants for redemption, management will have the option to require all holders that wish to exercise the warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless.

The Company assessed the key terms applicable to the Public Warrants as well as the Private Warrants and classified the Public Warrants and Private Warrants as equity in accordance with ASC 480 and ASC 815.

NOTE 8 – ORDINARY SHARE SUBJECT TO POSSIBLE REDEMPTION

The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Public Shares feature certain redemption rights that are subject to the occurrence of uncertain future events and considered to be outside of the Company’s control. On September 21, 2022, upon the Company’s shareholders approval of the Charter Amendment, 2,393,594 shares were redeemed by certain shareholders at a price of approximately $10.12 per share, including dividend generated in the Trust Account, in an aggregate amount of $24,223,171. On December 1, 2022, the aggregate amount adjusted to $24,274,780. On September 21, 2023, upon the Company’s shareholders approval of the Charter Amendment II, 32,845 shares were redeemed by certain shareholders at a price of approximately $11.00 per share, including dividend generated in the Trust Account, in an aggregate amount of $361,224.

Accordingly, at September 30, 2023 and December 31, 2022, 3,323,561 and 3,356,406 ordinary shares subject to possible redemption, respectively, are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s unaudited condensed consolidated balance sheets.

	September 30, 2023			December 31, 2022
Total ordinary shares issued		7,477,000			7,477,000
Share issued classified as equity		(1,727,000	)		(1,727,000	)
Share redemption		(2,426,439	)		(2,393,594	)
Ordinary shares, subject to possible redemption		3,323,561			3,356,406

NOTE 9 – COMMITMENTS AND CONTINGENCIES

Risks and Uncertainties

Management is currently evaluating the impact of the recent conflict between Russia and Ukraine and the conflict between Israel and Hamas and the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the pandemic could have a negative effect on the Company’s future financial position, results of its operations and/or search for a target company. There has not been a significant impact as of the date of these unaudited condensed consolidated financial statements. The unaudited condensed consolidated financial statements do not include any adjustments that might result from the future outcome of this uncertainty. Additionally, If the Company is unable to complete a Business Combination within the Combination Period, the Company will cease all operations except for the purpose of winding up and redeem 100% of the outstanding Public Shares for amount then on deposit in the Trust Account. Furthermore, the ordinary shares included in the units offered in the IPO provide the holder redemption upon the consummation of the initial Business Combination or the liquidation. These risks and uncertainties also impact the Company’s future financial positions, results of its operations. Please refer to Note 1 for detail discussion of these risks and uncertainties.

Registration Rights

The holders of the insider shares, the Private Units (and their underlying securities) and the warrants that may be issued upon conversion of the Working Capital Loans (and their underlying securities) are entitled to registration rights pursuant to a registration rights agreement signed on September 20, 2021. The holders of a majority of these securities will be entitled to make up to two demands that the Company register such securities. The holders of the majority of the insider shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these ordinary shares are to be released from escrow. The holders of a majority of the Private Units and warrants issued in payment of Working Capital Loans made to the Company (or underlying securities) can elect to exercise these registration rights at any time after the Company consummates a Business Combination. In addition, the holders will have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The underwriters were entitled to an underwriting fee of 3.2% of the gross proceeds from offering to the maximum of $1,615,000. A total of $805,000 was paid upon the closing of the Initial Public Offering. At the closing of any Business Combination, the Underwriters will receive a cash payment equal to the greater of: (i)$575,000 or (ii) a fee equal to 4.5% (or 0.5% with respect to investors in the Offering introduced to the Underwriters by the Company’s Sponsor, or Company’s management, subject to a total maximum underwriting fee of $1,615,000.

NOTE 10 – SUBSEQUENT EVENTS

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before this unaudited condensed consolidated financial statement are issued, the Company has evaluated all events or transactions that occurred after September 30, 2023, up through the date was the Company issued the unaudited condensed consolidated financial statements.

On October 20, 2023, the Company deposited $7,985 into the Trust Account in order to extend the amount of available time to complete a business combination until November 23, 2023.

On October 9, 2023, the Company issued an unsecured promissory notes to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $100,000 (the “Promissory Note”). The Promissory Note is non-interest bearing and payable upon consummation of business combination.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to HHG Capital Corporation. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Mr. Kok Wai Hooy. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Special Note Regarding Forward-Looking Statements

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s registration statement on Form S-1 filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at http://www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Results of Operations

We have neither engaged in any operations nor generated any revenues to date. The only activities from July 15, 2020 (inception) through September 30, 2023, were organizational activities and those necessary to prepare for the IPO and, following the consummation of the IPO, the evaluation of business combination candidates. We do not expect to generate any operating revenues until after the completion of our initial business combination. We will generate non-operating income in the form of dividend income earned in investments held in Trust Account. We have incurred expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the three months ended September 30, 2023, we had a net income of $491,951, which was comprised of interest income from dividend income earned in investments held in Trust Account of $453,381 and other income from waiver of unpaid administrative service monthly fee of $210,000 offset by general and administrative expenses of $171,430.

For the nine months ended September 30, 2023, we had a net income of $954,230, which was comprised of interest income from our cash in bank of $3,471 and dividend income earned in investments held in Trust Account of $1,198,613, and other income from waiver of unpaid administrative service monthly fee of $210,000 offset by general and administrative expenses of $457,854.

For the three months ended September 30, 2022, we had a net income of $199,020, which was comprised of interest income from our cash in bank of $2 and dividend income earned in investments held in Trust Account of $262,281 offset by general and administrative expenses of $63,263.

For the nine months ended September 30, 2022, we had a net loss of $90,903, which was comprised of general and administrative expenses of $397,280 offset by interest income from our cash in bank of $8 and dividend income earned in investments held in Trust Account of $306,369.

Liquidity and Capital Resources

As of September 30, 2023, we had cash of $6,546. Until the consummation of the initial public offering, the Company’s only source of liquidity was an initial purchase of ordinary shares by the initial shareholders, monies loaned by the related party under an unsecured promissory note.

On September 19, 2022, the shareholders of the Company approved an amended and restated memorandum and articles of association (the “Charter Amendment”), giving the Company the right to extend the date by which it has to complete a business combination up to twelve (12) times for an additional one (1) month each time, from September 23, 2022 up to September 23, 2023. We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. This belief is based on the fact that while we may begin preliminary due diligence of a target business in connection with an indication of interest, we intend to undertake in-depth due diligence, depending on the circumstances of the relevant prospective acquisition, only after we have negotiated and signed a letter of intent or other preliminary agreement that addresses the terms of our initial business combination. However, if our estimate of the costs of undertaking in-depth due diligence and negotiating our initial business combination is less than the actual amount necessary to do so, or the amount of interest available to use from the trust account is minimal as a result of the current interest rate environment, we may be required to raise additional capital, the amount, availability and cost of which is currently unascertainable. In this event, we could seek such additional capital through loans or additional investments from members of our management team, but such members of our management team are not under any obligation to advance funds to, or invest in, us. In the event that the business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts, but no proceeds from our trust account would be used for such repayment. Such loans would be evidenced by promissory notes. The notes would either be paid upon consummation of our business combination, without interest, or, at the lender’s discretion, up to $500,000 of the notes may be converted upon consummation of our business combination into additional Private Units at a price of $10.00 per unit. The terms of such loans by our initial shareholders, officers and directors, if any, have not been determined and no written agreements exist with respect to such loans.

We intend to use the funds held outside the trust account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a business combination.

On each of September 21, 2022, October 31, 2022, November 28, 2022, December 21, 2022, January 20, 2023, February 21, 2023, March 21, 2023, April 21, 2023, May 23, 2023, June 23, 2023 and July 23, 2023, the Company had deposited $9,080 into the Trust Account in order to extend the amount of available time to complete a business combination until August 23, 2023. On each of August 23, September 23 and October 20, 2023, the Company had deposited $7,985 into the Trust Account in order to extend the amount of available time to complete a business combination until November 23, 2023.

For the nine months ended September 30, 2023, the Company generated net income of $954,230, but had cash used in operating activities of $281,696. As of September 30, 2023, the Company had cash of $6,546 with working capital deficit of $176,423. We may need to raise additional capital through loans or additional investments from its Sponsor or third parties.

Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through one year from the date of these financial statements if a Business Combination is not consummated. These consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

In connection with the Company’s assessment of going concern in accordance with the authoritative guidance in ASU 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has concluded that the Company has incurred net cash used in operating activities and determined that the mandatory liquidation and subsequent dissolution, should the Company be unable to raise additional funds to meet its obligations and complete a Business Combination, raises substantial doubt about the Company’s ability to continue as a going concern. The Company has until November 23, 2023 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date without an extension to the acquisition period, there will be a mandatory liquidation and subsequent dissolution. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after November 23, 2023. Pursuant to the Trust Amendment II, the Company has the right to extend the time to complete a business combination twelve (12) times for an additional one (1) month each time from September 23, 2023, to September 23, 2024, by depositing $0.0333 for each issued and outstanding Company ordinary share issued in the IPO for each one-month extension.

As of the date of this report, the Company has until November 23, 2023 to consummate a business combination but may further extend the period ten more times for one month each time up to September 23, 2024. If a Business Combination is not consummated by November 23, 2023 and an extension is not requested by the Sponsor, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that mandatory liquidation, should a Business Combination not occur and an extension is not requested by the Sponsor, raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities as of September 30, 2023.

We may be required to raise additional capital, the amount, availability and cost of which is currently unascertainable. In this event, we could seek such additional capital through loans or additional investments from members of our management team, but such members of our management team are not under any obligation to advance funds to, or invest in, us. In the event that the business combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but no proceeds from our Trust Account would be used for such repayment. Such loans would be evidenced by promissory notes. The notes would either be paid upon consummation of our initial business combination, without interest, or, at the lender’s discretion, up to $500,000 of the notes may be converted upon consummation of our business combination into additional private units at a price of $10.00 per unit. The terms of such loans by our initial shareholders, officers and directors, if any, have not been determined and no written agreements exist with respect to such loans.

Critical Accounting Policies

The preparation of these unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements. Actual results could differ from those estimates.

Warrant accounting

As the warrants issued upon the IPO and private placements meet the criteria for equity classification under ASC 480, therefore, the warrants are classified as equity.

Ordinary shares subject to possible redemption

The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares issued upon the consummation of the IPO and the exercise of the over-allotment option feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2023 and December 31, 2022, ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s unaudited condensed consolidated balance sheets.

Net income (loss) per share

The Company complies with accounting and disclosure requirements of ASC Topic 260, Earnings Per Share. In order to determine the net income (loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income (loss) allocable to both the redeemable common stock and non-redeemable common stock and the undistributed income (loss) is calculated using the total net loss less any dividends paid. The Company then allocated the undistributed income (loss) ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable ordinary share. Any remeasurement of the accretion to redemption value of the ordinary share subject to possible redemption was considered to be dividends paid to the public shareholders. For the three and six months ended September 30, 2023 and 2022, the Company has not considered the effect of the warrants sold in the Initial Public Offering in the calculation of diluted net income (loss) per share, since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive and the Company did not have any other dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted income (loss) per share is the same as basic (income) loss per share for the periods presented.

Recent Accounting Standards

Off-Balance Sheet Arrangements

As of September 30, 2023 and December 31, 2023, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

Commitments and Contractual Obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities other than an agreement to pay our Sponsor a monthly fee of $10,000 for general and administrative services, including office space, utilities and administrative services to the Company. We began incurring these fees on September 23, 2021 and will continue to incur these fees monthly until the earlier of the completion of the business combination and the Company’s liquidation. On September 4, 2023, the Sponsor agreed to waive the monthly fee of $10,000 commencing from July 1, 2023.

Administrative Services Agreement

The Company is obligated, commencing from the date of the consummation of the offering, to pay the Sponsor a monthly fee of $10,000 for general and administrative services. This agreement will terminate upon completion of the Company’s Business Combination or the liquidation of the trust account to public shareholders. For the nine months ended September 30, 2023 and 2022, the Company incurred $60,000 and $90,000 expenses, respectively, in connection with the execution of the administrative service agreement. On September 4, 2023, the Sponsor agreed to waive monthly fee of $10,000 commencing from July 1, 2023 and all the $210,000 outstanding balance as of June 30, 2023. As of September 30, 2023 and December 31, 2022, the Company had unpaid administrative service monthly fee of $0 and $150,000, respectively, which are recorded as amounts due to a related party in the respective unaudited condensed consolidated balance sheets.

Registration Rights

The holders of our insider shares issued and outstanding prior to our initial public offering, as well as the holders of the Private Units (and all underlying securities) and any securities our initial shareholders, officers, directors or their affiliates may be issued in payment of working capital loans made to us, are entitled to registration rights pursuant to a registration rights agreement entered into concurrently without an initial public offering. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our consummation of a business combination. We will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The underwriters were entitled to an underwriting fee of 3.2% of the gross proceeds from offering to the maximum of $1,615,000. A total of $805,000 was paid upon the closing of the Initial Public Offering. At the closing of any Business Combination, the Underwriters will receive a cash payment equal to the greater of: (i)$575,000 or (ii) a fee equal to 4.5% (or 0.5% with respect to investors in the Offering introduced to the Underwriters by the Company’s sponsor, or Company’s management, subject to a total maximum underwriting fee of $1,615,000.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

We are a smaller reporting company and are not required to provide the information otherwise required under this item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Report, is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. Our management evaluated, with the participation of our current Chief Executive Officer and Chief Financial Officer (our “Certifying Officers”), the effectiveness of our disclosure controls and procedures as of September 30, 2023, pursuant to Rule 13a-15(b) under the Exchange Act.

Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of September 30, 2023, our disclosure controls and procedures were not effective due to the material weakness in our internal control over financial reporting related to a lack of accounting staff with appropriate knowledge of U.S. GAAP and SEC reporting. As a result, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with U.S. generally accepted accounting principles. Accordingly, management believes that the unaudited condensed financial statements included in this Quarterly Report on Form 10-Q present fairly, in all material respects, our financial position, results of operations and cash flows of the periods presented.

Changes in Internal Control over Financial Reporting

During the quarter ended September 30, 2023, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1 Legal Proceedings

The Company is not party to any legal proceedings as of the filing date of this Form 10-Q.

Item 1A. Risk Factors.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Recent Sale of Unregistered Securities

None.

Use of Proceeds

For a description of the use of the proceeds generated in the IPO, see Part I, Item 2 of this Quarterly Report on Form 10-Q.

Purchases of Equity Securities by the Issuer and Related Purchasers

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not Applicable.

Item 5. Other Information.

None.

Item 6. Exhibits

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

Exhibit No.		Description
2.1		Merger Agreement dated August 2, 2023 by and between HHGC, Purchaser, Merger Sub, and PHGL (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed by the registrant with the Commission on August 4, 2023).
3.1		Amended and restated memorandum and articles of association of HHG Capital Corporation, dated September 21, 2023 (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed by the registrant with the Commission on September 25, 2023).
10.1		Sponsor Support Agreement dated August 2, 2023 by and among HHGC and certain holders of HHGC ordinary shares (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by the registrant with the Commission on August 4, 2023).
10.2		Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed by the registrant with the Commission on August 4, 2023).
10.3		Form of Lock-Up Agreement (incorporated by reference to Exhibit 10.3 of the Current Report on Form 8-K filed by the registrant with the Commission on August 4, 2023).
10.4		Amendment to the investment management trust agreement, dated as of September 22, 2023, with Equiniti Trust Company LLC (formerly known as American Stock Transfer & Trust Company) (incorporated by reference to Exhibit 1.1 of the Current Report on Form 8-K filed by the registrant with the Commission on September 25, 2023).
31.1		Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Principal Financial and Accounting Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*		Certification of Principal Financial and Accounting Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		Inline XBRL Instance Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	HHG CAPITAL CORPORATION

Date: November 14, 2023	By:	/s/ Chee Shiong (Keith) Kok
	Name:	Chee Shiong (Keith) Kok
	Title:	Chief Executive Officer
		(Principal Executive Officer)

Date: November 14, 2023	By:	/s/ Shuk Man (Lora) Chan
	Name:	Shuk Man (Lora) Chan
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

EXHIBIT 31.1

CERTIFICATION

PURSUANT TO RULES 13a-14(a) AND 15d-14(a)

UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Chee Shiong (Keith) Kok, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 of HHG Capital Corporation;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

	a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

	a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date: November 14, 2023	By:	/s/ Chee Shiong (Keith) Kok
		Chee Shiong (Keith) Kok
		Chief Executive Officer
		(Principal Executive Officer)

EXHIBIT 31.2

CERTIFICATION

PURSUANT TO RULES 13a-14(a) AND 15d-14(a)

UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Shuk Man (Lora) Chan, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, of HHG Capital Corporation;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

	a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

	a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date: November 14, 2023	By:	/s/ Shuk Man (Lora) Chan
		Shuk Man (Lora) Chan
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of HHG Capital Corporation (the “Company”) on Form 10-Q for the quarter ended September 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Chee Shiong (Keith) Kok, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 14, 2023		/s/ Chee Shiong (Keith) Kok
	Name:	Chee Shiong (Keith) Kok
	Title:	Chief Executive Officer
		(Principal Executive Officer)

EXHIBIT 32.2

CERTIFICATION PURSUANT TO 31

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of HHG Capital Corporation (the “Company”) on Form 10-Q for the quarter ended September 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Shuk Man (Lora) Chan, Chief Financial and Accounting Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 14, 2023		/s/ Shuk Man (Lora) Chan
	Name:	Shuk Man (Lora) Chan
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2023	Nov. 14, 2023
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2023
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Entity File Number	001-40820
Entity Registrant Name	HHG CAPITAL CORPORATION
Entity Central Index Key	0001822886
Entity Tax Identification Number	00-0000000
Entity Incorporation, State or Country Code	D8
Entity Address, Address Line One	1 Commonwealth Lane
Entity Address, Address Line Two	#03-20
Entity Address, City or Town	Singapore
Entity Address, Country	SG
Entity Address, Postal Zip Code	149544
City Area Code	65
Local Phone Number	6659 1335
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	true
Entity Common Stock, Shares Outstanding		5,050,561
Units [Member]
Title of 12(b) Security	Units
Trading Symbol	HHGCU
Security Exchange Name	NASDAQ
Ordinary Share [Member]
Title of 12(b) Security	Ordinary Share
Trading Symbol	HHGC
Security Exchange Name	NASDAQ
Warrants [Member]
Title of 12(b) Security	Warrants
Trading Symbol	HHGCW
Security Exchange Name	NASDAQ
Rights [Member]
Title of 12(b) Security	Rights
Trading Symbol	HHGCR
Security Exchange Name	NASDAQ

Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Current assets:
Cash	$ 6,546	$ 328,869
Prepayment	19,256	6,025
Total current assets	25,802	334,894
Non-current assets:
Investments held in Trust Account	35,262,118	34,344,102
TOTAL ASSETS	35,287,920	34,678,996
Current liabilities:
Accrual and other payable	162,225	36,307
Total current liabilities	202,225	186,307
Deferred underwriting compensation	1,615,000	1,615,000
TOTAL LIABILITIES	1,817,225	1,801,307
Commitments and contingencies
Ordinary shares subject to possible redemption: 3,323,561 and 3,356,406 shares issued and outstanding at redemption value at September 30, 2023 and December 31, 2022	35,262,118	34,344,102
Shareholders’ deficit:
Ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 1,727,000 shares issued and outstanding (excluding 3,323,561 and 3,356,406 shares subject to redemption) at September 30, 2023 and December 31, 2022, respectively	172	172
Accumulated deficit	(1,791,595)	(1,466,585)
Total shareholders’ deficit	(1,791,423)	(1,466,413)
TOTAL LIABILITIES, TEMPORARY EQUITY AND SHAREHOLDERS’ DEFICIT	35,287,920	34,678,996
Related Party [Member]
Current liabilities:
Amount due to a related party		150,000
Promissory note – related party	$ 40,000

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Sep. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Ordinary shares subject to possible redemption, shares issued	3,323,561	3,356,406
Ordinary shares subject to possible redemption, shares outstanding	3,323,561	3,356,406
Ordinary shares, par value	$ 0.0001	$ 0.0001
Ordinary shares, shares authorized	500,000,000	500,000,000
Ordinary shares, shares issued	1,727,000	1,727,000
Ordinary shares, shares outstanding	1,727,000	1,727,000
Ordinary shares subject to possible redemption, shares	3,323,561	3,356,406

Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
General and administrative expenses	$ (171,430)	$ (63,263)	$ (457,854)	$ (397,280)
Other income:
Dividend income earned in investments held in Trust Account	453,381	262,281	1,198,613	306,369
Interest income		2	3,471	8
Other income	210,000		210,000
Total other income	663,381	262,283	1,412,084	306,377
NET INCOME (LOSS)	491,951	199,020	954,230	(90,903)
Other comprehensive income (loss):
Unrealized gain on available-for-sale securities		143,880		223,878
Reclassification of realized gain on available-for-sale securities, net to net income		(182,616)		(224,202)
COMPREHENSIVE INCOME (LOSS)	$ 491,951	$ 160,284	$ 954,230	$ (91,227)
Ordinary Share Subject to Redemption [Member]
Other comprehensive income (loss):
Basic weighted average shares outstanding, ordinary shares subject to possible redemption	3,353,550	5,515,844	3,355,444	5,671,090
Diluted weighted average shares outstanding, ordinary shares subject to possible redemption	3,353,550	5,515,844	3,355,444	5,671,090
Basic net income (loss) per ordinary shares subject to possible redemption	$ 0.15	$ 0.17	$ 0.32	$ 0.37
Diluted net income (loss) per ordinary shares subject to possible redemption	$ 0.15	$ 0.17	$ 0.32	$ 0.37
Ordinary Share Not Subject to Redemption [Member]
Other comprehensive income (loss):
Basic weighted average shares outstanding, ordinary shares subject to possible redemption	1,727,000	1,727,000	1,727,000	1,727,000
Diluted weighted average shares outstanding, ordinary shares subject to possible redemption	1,727,000	1,727,000	1,727,000	1,727,000
Basic net income (loss) per ordinary shares subject to possible redemption	$ 0.00	$ (0.42)	$ (0.06)	$ (1.26)
Diluted net income (loss) per ordinary shares subject to possible redemption	$ 0.00	$ (0.42)	$ (0.06)	$ (1.26)

Condensed Consolidated Statements of Changes in Shareholders' (Deficit) Equity (Unaudited) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	AOCI Attributable to Parent [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Dec. 31, 2021	$ 172	$ 8,164,707	$ 324	$ (158,774)	$ 8,006,429
Beginning balance, shares at Dec. 31, 2021	1,727,000
Accretion of carrying value to redemption value		(8,164,707)		(1,033,603)	(9,198,310)
Net income (loss) for the period				(90,903)	(90,903)
Unrealized holding gain on available-for-sales securities			223,878		223,878
Reclassification of realized gain on available-for-sale securities, net to net income			(224,202)		(224,202)
Ending balance, value at Sep. 30, 2022	$ 172			(1,283,280)	(1,283,108)
Ending balance, shares at Sep. 30, 2022	1,727,000
Beginning balance, value at Jun. 30, 2022	$ 172	2,221,967	38,736	(448,697)	1,812,178
Beginning balance, shares at Jun. 30, 2022	1,727,000
Accretion of carrying value to redemption value		(2,221,967)		(1,033,603)	(3,255,570)
Net income (loss) for the period				199,020	199,020
Unrealized holding gain on available-for-sales securities			143,880		143,880
Reclassification of realized gain on available-for-sale securities, net to net income			(182,616)		(182,616)
Ending balance, value at Sep. 30, 2022	$ 172			(1,283,280)	(1,283,108)
Ending balance, shares at Sep. 30, 2022	1,727,000
Beginning balance, value at Dec. 31, 2022	$ 172			(1,466,585)	(1,466,413)
Beginning balance, shares at Dec. 31, 2022	1,727,000
Accretion of carrying value to redemption value				(1,279,240)	(1,279,240)
Net income (loss) for the period				954,230	954,230
Unrealized holding gain on available-for-sales securities
Reclassification of realized gain on available-for-sale securities, net to net income
Ending balance, value at Sep. 30, 2023	$ 172			(1,791,595)	(1,791,423)
Ending balance, shares at Sep. 30, 2023	1,727,000
Beginning balance, value at Jun. 30, 2023	$ 172			(1,804,019)	(1,803,847)
Beginning balance, shares at Jun. 30, 2023	1,727,000
Accretion of carrying value to redemption value				(479,527)	(479,527)
Net income (loss) for the period				491,951	491,951
Unrealized holding gain on available-for-sales securities
Reclassification of realized gain on available-for-sale securities, net to net income
Ending balance, value at Sep. 30, 2023	$ 172			$ (1,791,595)	$ (1,791,423)
Ending balance, shares at Sep. 30, 2023	1,727,000

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Cash flows from operating activities
Net income (loss)	$ 954,230	$ (90,903)
Adjustments to reconcile net income (loss) to net cash used in operating activities
Dividend income earned in investments held in Trust Account	(1,198,613)	(306,369)
Waiver of amount due to a related party	(210,000)
Change in operating assets and liabilities
Increase in prepayment	(13,231)	(1,911)
Increase (decrease) in accrual and other payable	125,918	(3,833)
Amount due to a related party	60,000	90,000
Net cash used in operating activities	(281,696)	(313,016)
Cash flows from investing activities
Proceeds of extension payments deposited in Trust Account	(80,627)	(9,080)
Withdraw of investments in Trust Account	361,224	24,223,171
Net cash provided by investing activities	280,597	24,214,091
Cash flows from financing activities
Proceeds from issuance of promissory note	40,000
Repayment to a related party		(450)
Redemption of ordinary shares	(361,224)	(24,223,171)
Net cash used in financing activities	(321,224)	(24,223,621)
NET CHANGE IN CASH	(322,323)	(322,546)
Cash, beginning of period	328,869	779,868
Cash, end of period	6,546	457,322
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES:
Accretion of carrying value to redemption value	$ (1,279,240)	$ (9,198,310)

ORGANIZATION AND BUSINESS BACKGROUND

9 Months Ended

Sep. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

ORGANIZATION AND BUSINESS BACKGROUND

NOTE 1 – ORGANIZATION AND BUSINESS BACKGROUND

On March 15, 2023, the Company entered into non-binding letter of intent with Perfect Hexagon Group Limited.

Financing

Transaction costs paid upon the consummation of the Initial Public Offering amounted to $1,031,411, consisting of $805,000 of underwriter’s fees and $226,411 of other offering costs.

Trust Account

Business Combination

Liquidation

Liquidity and going concern

SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

●	Basis of presentation

●	Principles of consolidation

The accompanying unaudited condensed consolidated financial statements reflect the activities of the Company and each of the following entities:

SUMMARY OF SUBSIDIARY COMPANY OWNERSHIP

Name	Background	Ownership
Perfect Hexagon Holdings Limited (“PubCo”)	A British Virgin Islands company Incorporated on April 20, 2023	100% Owned by the Company
Perfect Acquisitions Limited (“Merger Sub”)	A British Virgin Islands company Incorporated on April 27, 2023	100% Owned by PubCO

●	Emerging growth company

●	Use of estimates

●	Cash and cash equivalents

●	Concentration of credit risk

●	Investments held in Trust Account

●	Warrant accounting

As the warrants issued upon the IPO and private placements meet the criteria for equity classification under ASC 480, therefore, the warrants are classified as equity.

●	Ordinary shares subject to possible redemption

●	Income taxes

The Company and subsidiaries’ tax provision is zero for the nine months ended September 30, 2023 and 2022.

●	Net income (loss) per share

The net income (loss) per share presented in the unaudited condensed consolidated statement of comprehensive income (loss) is based on the following:

	September 30, 2023			September 30, 2022
	For the Three Months Ended
	September 30, 2023			September 30, 2022
Net income	$	491,951		$	199,020
Accretion of carrying value to redemption value		(479,527	)		(3,255,570	)
Net income (loss) including accretion of carrying value to redemption value	$	12,424		$	(3,056,550	)

	September 30, 2023			September 30, 2022
	For the Nine Months Ended
	September 30, 2023			September 30, 2022
Net income (loss)	$	954,230		$	(90,903	)
Accretion of carrying value to redemption value		(1,279,240	)		(9,198,310	)
Net loss including accretion of carrying value to redemption value	$	(325,010	)	$	(9,289,213	)

	For the Three Months Ended
	September 30, 2023				September 30, 2022
	Redeemable		Non-Redeemable		Redeemable			Non-Redeemable
	Ordinary Share		Ordinary Share		Ordinary Share			Ordinary Share
Basic and diluted net loss per share:		-		-		-			-
Numerators:
Allocation of net income (loss) including carrying value to redemption value	$	8,201	$	4,223	$	(2,327,739	)	$	(728,811	)
Accretion of carrying value to redemption value		479,527		-		3,255,570			-
Allocation of net income (loss)	$	487,728	$	4,223	$	927,831		$	(728,811	)
Denominators:
Weighted-average shares outstanding		3,353,550		1,727,000		5,515,844			1,727,000
Basic and diluted net income (loss) per share	$	0.15	$	0.00	$	0.17		$	(0.42	)

	For the Nine Months Ended
	September 30, 2023						September 30, 2022
	Redeemable			Non-Redeemable			Redeemable			Non-Redeemable
	Ordinary Share			Ordinary Share			Ordinary Share			Ordinary Share
Basic and diluted net loss per share:		-			-			-			-
Numerators:
Allocation of net loss including carrying value to redemption value	$	(214,573	)	$	(110,437	)	$	(7,120,752	)	$	(2,168,461	)
Accretion of carrying value to redemption value		1,279,240			-			9,198,310			-
Allocation of net income (loss)	$	1,064,667		$	(110,437	)	$	2,077,558		$	(2,168,461	)
Denominators:
Weighted-average shares outstanding		3,355,444			1,727,000			5,671,090			1,727,000
Basic and diluted net income (loss) per share	$	0.32		$	(0.06	)	$	0.37		$	(1.26	)

●	Related parties

●	Fair value of financial instrument

The fair value hierarchy is categorized into three levels based on the inputs as follows:

Level 1 —	Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.

Level 2 —	Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means.

Level 3 —	Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

	September 30,		Quoted Prices In Active Markets		Significant Other Observable Inputs		Significant Other Unobservable Inputs
Description	2023		(Level 1)		(Level 2)		(Level 3)
Assets:
Money market funds invested in U.S. Treasury Securities*	$	35,262,118	$	35,262,118	$	-	$	-

	December 31,		Quoted Prices In Active Markets		Significant Other Observable Inputs		Significant Other Unobservable Inputs
Description	2022		(Level 1)		(Level 2)		(Level 3)
Assets:
Money market funds invested in U.S. Treasury Securities*	$	34,344,102	$	34,344,102	$	-	$	-

*	included in investments held in trust account on the Company’s unaudited condensed consolidated balance sheets.

●	Recent accounting pronouncements

INVESTMENTS HELD IN TRUST ACCOUNT

9 Months Ended

Sep. 30, 2023

Investments, All Other Investments [Abstract]

INVESTMENTS HELD IN TRUST ACCOUNT

NOTE 3 – INVESTMENTS HELD IN TRUST ACCOUNT

	For the Nine Months Ended September 30, 2023			For the Year Ended December 31, 2022
Balance brought forward	$	34,344,102		$	58,076,283
Plus:
Dividend income earned in Trust Account		1,198,613			506,602
Business combination extension fee		80,627			36,321
Gross unrealized holding gain		-			223,878
Reclassification of realized gain on available-for-sale securities, net to net income		-			(224,202	)
Less:
Share redemption during the year		(361,224	)		(24,274,780	)

Balance carried forward	$	35,262,118		$	34,344,102

INITIAL PUBLIC OFFERING

9 Months Ended

Sep. 30, 2023

Initial Public Offering

INITIAL PUBLIC OFFERING

NOTE 4 – INITIAL PUBLIC OFFERING

PRIVATE PLACEMENT

9 Months Ended

Sep. 30, 2023

Private Placement

PRIVATE PLACEMENT

NOTE 5 – PRIVATE PLACEMENT

The Private Units are identical to the units sold in the Initial Public Offering except with certain registration rights and transfer restrictions.

RELATED PARTY TRANSACTIONS

9 Months Ended

Sep. 30, 2023

RELATED PARTY TRANSACTIONS

NOTE 6 – RELATED PARTY TRANSACTIONS

Insider Shares

In July 2020, the Company issued an aggregate of 10,000 founder shares to the initial shareholders for an aggregate purchase price of $1.

In November 2020, the Company issued an aggregate of 1,240,000 additional founder shares to the initial shareholders for an aggregate purchase price of $24,999.

Promissory Note — Related Party

As of September 30, 2023 and December 31, 2022, the Sponsor had advanced the Company an aggregate amount of $40,000 and $0, respectively. The advances are non-interest bearing and due on demand.

Working Capital Loan

Administrative Services Agreement

Private Placement

The Company consummated the Private Placement with its Sponsor of 255,000 Private Units at a price of $10.00 per Private Unit, generating total proceeds of $2,550,000. Refer to Note 5 for details.

Waiver Agreement

SHAREHOLDER’S DEFICIT

9 Months Ended

Sep. 30, 2023

Equity [Abstract]

SHAREHOLDER’S DEFICIT

NOTE 7 – SHAREHOLDER’S DEFICIT

Ordinary shares

The Company is authorized to issue 500,000,000 ordinary shares at par $0.0001. Holders of the Company’s ordinary shares are entitled to one vote for each share.

Rights

Warrants

The Company may call the warrants for redemption, in whole and not in part, at a price of $0.01 per warrant:

●	at any time while the Public Warrants are exercisable,

●	upon not less than 30 days’ prior written notice of redemption to each Public Warrant holder,

●	if, and only if, the reported last sale price of the ordinary shares equals or exceeds $16.5 per share, for any 20 trading days within a 30 trading day period ending on the third trading day prior to the notice of redemption to Public Warrant holders, and

●	if, and only if, there is a current registration statement in effect with respect to the issuance of the ordinary shares underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption.

ORDINARY SHARE SUBJECT TO POSSIBLE REDEMPTION

9 Months Ended

Sep. 30, 2023

Ordinary Share Subject To Possible Redemption

ORDINARY SHARE SUBJECT TO POSSIBLE REDEMPTION

NOTE 8 – ORDINARY SHARE SUBJECT TO POSSIBLE REDEMPTION

The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Public Shares feature certain redemption rights that are subject to the occurrence of uncertain future events and considered to be outside of the Company’s control. On September 21, 2022, upon the Company’s shareholders approval of the Charter Amendment, 2,393,594 shares were redeemed by certain shareholders at a price of approximately $10.12 per share, including dividend generated in the Trust Account, in an aggregate amount of $24,223,171. On December 1, 2022, the aggregate amount adjusted to $24,274,780. On September 21, 2023, upon the Company’s shareholders approval of the Charter Amendment II, 32,845 shares were redeemed by certain shareholders at a price of approximately $11.00 per share, including dividend generated in the Trust Account, in an aggregate amount of $361,224.

	September 30, 2023			December 31, 2022
Total ordinary shares issued		7,477,000			7,477,000
Share issued classified as equity		(1,727,000	)		(1,727,000	)
Share redemption		(2,426,439	)		(2,393,594	)
Ordinary shares, subject to possible redemption		3,323,561			3,356,406

COMMITMENTS AND CONTINGENCIES

9 Months Ended

Sep. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 9 – COMMITMENTS AND CONTINGENCIES

Risks and Uncertainties

Registration Rights

Underwriting Agreement

SUBSEQUENT EVENTS

9 Months Ended

Sep. 30, 2023

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 10 – SUBSEQUENT EVENTS

On October 20, 2023, the Company deposited $7,985 into the Trust Account in order to extend the amount of available time to complete a business combination until November 23, 2023.

SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

Basis of presentation

●	Basis of presentation

Principles of consolidation

●	Principles of consolidation

The accompanying unaudited condensed consolidated financial statements reflect the activities of the Company and each of the following entities:

SUMMARY OF SUBSIDIARY COMPANY OWNERSHIP

Name	Background	Ownership
Perfect Hexagon Holdings Limited (“PubCo”)	A British Virgin Islands company Incorporated on April 20, 2023	100% Owned by the Company
Perfect Acquisitions Limited (“Merger Sub”)	A British Virgin Islands company Incorporated on April 27, 2023	100% Owned by PubCO

Emerging growth company

●	Emerging growth company

Use of estimates

●	Use of estimates

Cash and cash equivalents

●	Cash and cash equivalents

Concentration of credit risk

●	Concentration of credit risk

Investments held in Trust Account

●	Investments held in Trust Account

Warrant accounting

●	Warrant accounting

As the warrants issued upon the IPO and private placements meet the criteria for equity classification under ASC 480, therefore, the warrants are classified as equity.

Ordinary shares subject to possible redemption

●	Ordinary shares subject to possible redemption

Income taxes

●	Income taxes

The Company and subsidiaries’ tax provision is zero for the nine months ended September 30, 2023 and 2022.

Net income (loss) per share

●	Net income (loss) per share

The net income (loss) per share presented in the unaudited condensed consolidated statement of comprehensive income (loss) is based on the following:

	September 30, 2023			September 30, 2022
	For the Three Months Ended
	September 30, 2023			September 30, 2022
Net income	$	491,951		$	199,020
Accretion of carrying value to redemption value		(479,527	)		(3,255,570	)
Net income (loss) including accretion of carrying value to redemption value	$	12,424		$	(3,056,550	)

	September 30, 2023			September 30, 2022
	For the Nine Months Ended
	September 30, 2023			September 30, 2022
Net income (loss)	$	954,230		$	(90,903	)
Accretion of carrying value to redemption value		(1,279,240	)		(9,198,310	)
Net loss including accretion of carrying value to redemption value	$	(325,010	)	$	(9,289,213	)

	For the Three Months Ended
	September 30, 2023				September 30, 2022
	Redeemable		Non-Redeemable		Redeemable			Non-Redeemable
	Ordinary Share		Ordinary Share		Ordinary Share			Ordinary Share
Basic and diluted net loss per share:		-		-		-			-
Numerators:
Allocation of net income (loss) including carrying value to redemption value	$	8,201	$	4,223	$	(2,327,739	)	$	(728,811	)
Accretion of carrying value to redemption value		479,527		-		3,255,570			-
Allocation of net income (loss)	$	487,728	$	4,223	$	927,831		$	(728,811	)
Denominators:
Weighted-average shares outstanding		3,353,550		1,727,000		5,515,844			1,727,000
Basic and diluted net income (loss) per share	$	0.15	$	0.00	$	0.17		$	(0.42	)

	For the Nine Months Ended
	September 30, 2023						September 30, 2022
	Redeemable			Non-Redeemable			Redeemable			Non-Redeemable
	Ordinary Share			Ordinary Share			Ordinary Share			Ordinary Share
Basic and diluted net loss per share:		-			-			-			-
Numerators:
Allocation of net loss including carrying value to redemption value	$	(214,573	)	$	(110,437	)	$	(7,120,752	)	$	(2,168,461	)
Accretion of carrying value to redemption value		1,279,240			-			9,198,310			-
Allocation of net income (loss)	$	1,064,667		$	(110,437	)	$	2,077,558		$	(2,168,461	)
Denominators:
Weighted-average shares outstanding		3,355,444			1,727,000			5,671,090			1,727,000
Basic and diluted net income (loss) per share	$	0.32		$	(0.06	)	$	0.37		$	(1.26	)

Related parties

●	Related parties

Fair value of financial instrument

●	Fair value of financial instrument

The fair value hierarchy is categorized into three levels based on the inputs as follows:

Level 1 —	Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.

Level 2 —	Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means.

Level 3 —	Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

	September 30,		Quoted Prices In Active Markets		Significant Other Observable Inputs		Significant Other Unobservable Inputs
Description	2023		(Level 1)		(Level 2)		(Level 3)
Assets:
Money market funds invested in U.S. Treasury Securities*	$	35,262,118	$	35,262,118	$	-	$	-

	December 31,		Quoted Prices In Active Markets		Significant Other Observable Inputs		Significant Other Unobservable Inputs
Description	2022		(Level 1)		(Level 2)		(Level 3)
Assets:
Money market funds invested in U.S. Treasury Securities*	$	34,344,102	$	34,344,102	$	-	$	-

*	included in investments held in trust account on the Company’s unaudited condensed consolidated balance sheets.

Recent accounting pronouncements

●	Recent accounting pronouncements

SIGNIFICANT ACCOUNTING POLICIES (Tables)

9 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

SUMMARY OF SUBSIDIARY COMPANY OWNERSHIP

The accompanying unaudited condensed consolidated financial statements reflect the activities of the Company and each of the following entities:

SUMMARY OF SUBSIDIARY COMPANY OWNERSHIP

Name	Background	Ownership
Perfect Hexagon Holdings Limited (“PubCo”)	A British Virgin Islands company Incorporated on April 20, 2023	100% Owned by the Company
Perfect Acquisitions Limited (“Merger Sub”)	A British Virgin Islands company Incorporated on April 27, 2023	100% Owned by PubCO

SCHEDULE OF EARNINGS PER SHARE BASIC AND DILUTED

The net income (loss) per share presented in the unaudited condensed consolidated statement of comprehensive income (loss) is based on the following:

	September 30, 2023			September 30, 2022
	For the Three Months Ended
	September 30, 2023			September 30, 2022
Net income	$	491,951		$	199,020
Accretion of carrying value to redemption value		(479,527	)		(3,255,570	)
Net income (loss) including accretion of carrying value to redemption value	$	12,424		$	(3,056,550	)

	September 30, 2023			September 30, 2022
	For the Nine Months Ended
	September 30, 2023			September 30, 2022
Net income (loss)	$	954,230		$	(90,903	)
Accretion of carrying value to redemption value		(1,279,240	)		(9,198,310	)
Net loss including accretion of carrying value to redemption value	$	(325,010	)	$	(9,289,213	)

SCHEDULE OF EARNINGS PER SHARE BASIC AND DILUTED BY ORDINARY SHARE

	For the Three Months Ended
	September 30, 2023				September 30, 2022
	Redeemable		Non-Redeemable		Redeemable			Non-Redeemable
	Ordinary Share		Ordinary Share		Ordinary Share			Ordinary Share
Basic and diluted net loss per share:		-		-		-			-
Numerators:
Allocation of net income (loss) including carrying value to redemption value	$	8,201	$	4,223	$	(2,327,739	)	$	(728,811	)
Accretion of carrying value to redemption value		479,527		-		3,255,570			-
Allocation of net income (loss)	$	487,728	$	4,223	$	927,831		$	(728,811	)
Denominators:
Weighted-average shares outstanding		3,353,550		1,727,000		5,515,844			1,727,000
Basic and diluted net income (loss) per share	$	0.15	$	0.00	$	0.17		$	(0.42	)

	For the Nine Months Ended
	September 30, 2023						September 30, 2022
	Redeemable			Non-Redeemable			Redeemable			Non-Redeemable
	Ordinary Share			Ordinary Share			Ordinary Share			Ordinary Share
Basic and diluted net loss per share:		-			-			-			-
Numerators:
Allocation of net loss including carrying value to redemption value	$	(214,573	)	$	(110,437	)	$	(7,120,752	)	$	(2,168,461	)
Accretion of carrying value to redemption value		1,279,240			-			9,198,310			-
Allocation of net income (loss)	$	1,064,667		$	(110,437	)	$	2,077,558		$	(2,168,461	)
Denominators:
Weighted-average shares outstanding		3,355,444			1,727,000			5,671,090			1,727,000
Basic and diluted net income (loss) per share	$	0.32		$	(0.06	)	$	0.37		$	(1.26	)

SCHEDULE OF FAIR VALUE HIERARCHY OF THE VALUATION TECHNIQUES

	September 30,		Quoted Prices In Active Markets		Significant Other Observable Inputs		Significant Other Unobservable Inputs
Description	2023		(Level 1)		(Level 2)		(Level 3)
Assets:
Money market funds invested in U.S. Treasury Securities*	$	35,262,118	$	35,262,118	$	-	$	-

	December 31,		Quoted Prices In Active Markets		Significant Other Observable Inputs		Significant Other Unobservable Inputs
Description	2022		(Level 1)		(Level 2)		(Level 3)
Assets:
Money market funds invested in U.S. Treasury Securities*	$	34,344,102	$	34,344,102	$	-	$	-

*	included in investments held in trust account on the Company’s unaudited condensed consolidated balance sheets.

INVESTMENTS HELD IN TRUST ACCOUNT (Tables)

9 Months Ended

Sep. 30, 2023

Investments, All Other Investments [Abstract]

SCHEDULE OF INVESTMENT HELD IN TRUST ACCOUNT

	For the Nine Months Ended September 30, 2023			For the Year Ended December 31, 2022
Balance brought forward	$	34,344,102		$	58,076,283
Plus:
Dividend income earned in Trust Account		1,198,613			506,602
Business combination extension fee		80,627			36,321
Gross unrealized holding gain		-			223,878
Reclassification of realized gain on available-for-sale securities, net to net income		-			(224,202	)
Less:
Share redemption during the year		(361,224	)		(24,274,780	)

Balance carried forward	$	35,262,118		$	34,344,102

ORDINARY SHARE SUBJECT TO POSSIBLE REDEMPTION (Tables)

9 Months Ended

Sep. 30, 2023

Ordinary Share Subject To Possible Redemption

SCHEDULE OF EXTENSION PAYMENTS DEPOSITED IN TRUST ACCOUNT

	September 30, 2023			December 31, 2022
Total ordinary shares issued		7,477,000			7,477,000
Share issued classified as equity		(1,727,000	)		(1,727,000	)
Share redemption		(2,426,439	)		(2,393,594	)
Ordinary shares, subject to possible redemption		3,323,561			3,356,406

ORGANIZATION AND BUSINESS BACKGROUND (Details Narrative) - USD ($)												3 Months Ended		9 Months Ended
	Sep. 25, 2023	Sep. 22, 2023	Sep. 21, 2023	Aug. 02, 2023	Dec. 01, 2022	Sep. 21, 2022	Sep. 19, 2022	Aug. 17, 2022	Aug. 02, 2022	Sep. 23, 2021	Sep. 23, 2021	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Oct. 20, 2023	Sep. 23, 2023	Aug. 23, 2023	Jul. 23, 2023	Jun. 23, 2023	May 23, 2023	Apr. 21, 2023	Mar. 21, 2023	Feb. 21, 2023	Jan. 20, 2023	Dec. 31, 2022	Dec. 21, 2022	Nov. 28, 2022	Oct. 31, 2022	Sep. 19, 2021
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Stock new shares issued							2,393,594
Stock redeemed during period, shares		32,845
Temporary equity, redemption price												$ 10.10		$ 10.10
Minimum net tangible asset upon consummation of business combination												$ 5,000,001		$ 5,000,001
Business combination period description														The Company will have until 12 months (or up to 24 months if the Company extends the period of time to consummate a business combination, as described in more detail below) from the closing of the Initial Public Offering to complete its Business Combination (the “Combination Period”).
Shares redemption if business combination not completed												100.00%		100.00%
Net income												$ 491,951	$ 199,020	$ 954,230	$ (90,903)
Cash used in operating activities														281,696	$ 313,016
Cash												6,546		6,546												$ 328,869
Working capital deficit												$ 176,423		$ 176,423
Equity Interests [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Description for nasdaq listing rules														Pursuant to Nasdaq listing rules, the Company’s initial Business Combination must occur with one or more target businesses having an aggregate fair market value equal to at least 80% of the value of the funds in the Trust Account (excluding any deferred underwriter’s fees and taxes payable on the income earned on the Trust Account), which the Company refers to as the 80% test, at the time of the execution of a definitive agreement for the initial Business Combination, although the Company may structure a Business Combination with one or more target businesses whose fair market value significantly exceeds 80% of the Trust Account balance. If the Company is no longer listed on Nasdaq, it will not be required to satisfy the 80% test. The Company currently anticipates structuring a Business Combination to acquire 100% of the equity interests or assets of the target business or businesses.
Business acquisition, percentage of voting interests acquired												100.00%		100.00%
American Stock Transfer And Trust Company [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Deposits in trust account						$ 9,080										$ 7,985	$ 7,985	$ 7,985	$ 9,080	$ 9,080	$ 9,080	$ 9,080	$ 9,080	$ 9,080	$ 9,080		$ 9,080	$ 9,080	$ 9,080
American Stock Transfer And Trust Company [Member] \| September 23, 2022, to September 23, 2023 [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Deposit price for issued and outstanding per share																														$ 0.033
American Stock Transfer And Trust Company [Member] \| September 23, 2023, to September 23, 2024 [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Deposit price for issued and outstanding per share																														$ 0.0333
American Stock and Trust Company LLC [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Stock new shares issued						2,393,594
Proceeds from initial public offering														$ 58,075,000
Share issued price, per share	$ 11.00		$ 11.00			$ 10.12
Share redemption	$ 361,224		$ 361,224		$ 24,274,780	$ 24,223,171
Stock redeemed during period, shares	32,845		32,845
Public Units [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Stock new shares issued										5,000,000
Proceeds from initial public offering										$ 50,000,000
Over-Allotment Option [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Stock new shares issued										750,000
Proceeds from initial public offering										$ 7,500,000
Share issued price, per share										$ 10.00	$ 10.00
Private Placement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Stock new shares issued											255,000
Share issued price, per share										$ 10.00	$ 10.00
Number of ordinary units sold in initial public offering										237,000
Sale of stock, price per share										$ 10.00	$ 10.00
Proceeds from issuance private placement										$ 2,370,000	$ 2,550,000
Private Units [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of ordinary units sold in initial public offering										18,000
Proceeds from issuance private placement										$ 180,000
IPO [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of ordinary units sold in initial public offering										5,000,000
Sale of stock, price per share										$ 10.00	$ 10.00
Transaction costs										$ 1,031,411
Underwriting fees										805,000				$ 1,615,000
Other offering costs										$ 226,411
IPO [Member] \| American Stock Transfer And Trust Company [Member] \| September 23, 2023, to September 23, 2024 [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Deposit price for issued and outstanding per share												$ 0.0333		$ 0.0333
Merger Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Business consideration				$ 990,000,000
Stock new shares issued				99,000,000
Deposit price for issued and outstanding per share				$ 10.00
Merger Agreement [Member] \| PubCo Merger Sub [Member] \| Investor [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Stock new shares issued									99,000,000
Share issued price, per share									$ 10.00
Stock new value issued									$ 990,000,000
Waiver Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Stock new shares issued								3,084,000
Owned public shares								53.63%
Monthly extension payment								$ 88,867

SUMMARY OF SUBSIDIARY COMPANY OWNERSHIP (Details)	9 Months Ended
SUMMARY OF SUBSIDIARY COMPANY OWNERSHIP (Details)	Sep. 30, 2023
Perfect Hexagon Holdings Limited (“PubCo”) [Member]
Name	Perfect Hexagon Holdings Limited (“PubCo”)
Background	A British Virgin Islands company Incorporated on April 20, 2023
Ownership, percentage	100.00%
Perfect Acquisitions Limited (“Merger Sub”) [Member]
Name	Perfect Acquisitions Limited (“Merger Sub”)
Background	A British Virgin Islands company Incorporated on April 27, 2023
Ownership, percentage	100.00%

SCHEDULE OF EARNINGS PER SHARE BASIC AND DILUTED (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Accounting Policies [Abstract]
Net income (loss)	$ 491,951	$ 199,020	$ 954,230	$ (90,903)
Accretion of carrying value to redemption value	(479,527)	(3,255,570)	(1,279,240)	(9,198,310)
Net loss including accretion of carrying value to redemption value	$ 12,424	$ (3,056,550)	$ (325,010)	$ (9,289,213)

SCHEDULE OF EARNINGS PER SHARE BASIC AND DILUTED BY ORDINARY SHARE (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Basic and diluted net loss per share:
Allocation of net income (loss)	$ 12,424	$ (3,056,550)	$ (325,010)	$ (9,289,213)
Ordinary Share Subject to Redemption [Member]
Basic and diluted net loss per share:
Allocation of net loss including accretion of carrying value to redemption value	8,201	(2,327,739)	(214,573)	(7,120,752)
Accretion of carrying value to redemption value	479,527	3,255,570	1,279,240	9,198,310
Allocation of net income (loss)	$ 487,728	$ 927,831	$ 1,064,667	$ 2,077,558
Basic weighted-average shares outstanding	3,353,550	5,515,844	3,355,444	5,671,090
Diluted weighted-average shares outstanding	3,353,550	5,515,844	3,355,444	5,671,090
Basic net income (loss) per share	$ 0.15	$ 0.17	$ 0.32	$ 0.37
Diluted net income (loss) per share	$ 0.15	$ 0.17	$ 0.32	$ 0.37
Ordinary Share Not Subject to Redemption [Member]
Basic and diluted net loss per share:
Allocation of net loss including accretion of carrying value to redemption value	$ 4,223	$ (728,811)	$ (110,437)	$ (2,168,461)
Accretion of carrying value to redemption value
Allocation of net income (loss)	$ 4,223	$ (728,811)	$ (110,437)	$ (2,168,461)
Basic weighted-average shares outstanding	1,727,000	1,727,000	1,727,000	1,727,000
Diluted weighted-average shares outstanding	1,727,000	1,727,000	1,727,000	1,727,000
Basic net income (loss) per share	$ 0.00	$ (0.42)	$ (0.06)	$ (1.26)
Diluted net income (loss) per share	$ 0.00	$ (0.42)	$ (0.06)	$ (1.26)

SCHEDULE OF FAIR VALUE HIERARCHY OF THE VALUATION TECHNIQUES (Details) - USD ($)

Sep. 30, 2023

Dec. 31, 2022

Platform Operator, Crypto-Asset [Line Items]

Money market funds invested in U.S. treasury securities

^[1]

$ 35,262,118

$ 34,344,102

Fair Value, Inputs, Level 1 [Member]

Platform Operator, Crypto-Asset [Line Items]

Money market funds invested in U.S. treasury securities

^[1]

35,262,118

34,344,102

Fair Value, Inputs, Level 2 [Member]

Platform Operator, Crypto-Asset [Line Items]

Money market funds invested in U.S. treasury securities

^[1]

Fair Value, Inputs, Level 3 [Member]

Platform Operator, Crypto-Asset [Line Items]

Money market funds invested in U.S. treasury securities

^[1]

[1]	included in investments held in trust account on the Company’s unaudited condensed consolidated balance sheets.

SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Cash equivalents, at carrying value	$ 0		$ 0
Income tax provision	0	$ 0
Common Stock [Member]
Accretion of carrying value to redemption value	$ 1,279,240	$ 9,198,310

SCHEDULE OF INVESTMENT HELD IN TRUST ACCOUNT (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Investments, All Other Investments [Abstract]
Balance brought forward	$ 34,344,102	$ 58,076,283
Dividend income earned in Trust Account	1,198,613	506,602
Business combination extension fee	80,627	36,321
Gross unrealized holding gain		223,878
Reclassification of realized gain on available-for-sale securities, net to net income		(224,202)
Share redemption during the year	(361,224)	(24,274,780)
Balance carried forward	$ 35,262,118	$ 34,344,102

INVESTMENTS HELD IN TRUST ACCOUNT (Details Narrative) - USD ($)

Sep. 30, 2023

Dec. 31, 2022

Investments, All Other Investments [Abstract]

Assets held-in-trust

^[1]

$ 35,262,118

$ 34,344,102

[1]	included in investments held in trust account on the Company’s unaudited condensed consolidated balance sheets.

INITIAL PUBLIC OFFERING (Details Narrative) - USD ($)			9 Months Ended
INITIAL PUBLIC OFFERING (Details Narrative) - USD ($)	Sep. 19, 2022	Sep. 23, 2021	Sep. 30, 2023	Dec. 31, 2022
Subsidiary, Sale of Stock [Line Items]
Number of ordinary units sold in initial public offering	2,393,594
Temporary equity			$ 35,262,118	$ 34,344,102
Public Shares [Member]
Subsidiary, Sale of Stock [Line Items]
Offering costs			2,284,236
Public Warrants and Public Rights [Member]
Subsidiary, Sale of Stock [Line Items]
Offering costs			432,787
Temporary equity			8,537,213
Public Units [Member]
Subsidiary, Sale of Stock [Line Items]
Temporary equity			46,245,764
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Number of units sold in initial public offering		5,000,000
Offering price per unit		$ 10.00
Sale of stock, description of transaction		Each Public Right will convert into one-tenth (1/10) of one ordinary share upon the completion of the initial Business Combination. Each Public Warrant will entitle the holder to purchase three-fourth (3/4) of one ordinary share at an exercise price of $11.50 per whole share.
Exercise price of warrants		$ 11.50
Upfront underwriting discount			$ 805,000
Underwriting percentage			1.40%
Underwriting expense		$ 805,000	$ 1,615,000
Other offering expense			297,023
Offering costs			$ 2,717,023
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Number of ordinary units sold in initial public offering		750,000

PRIVATE PLACEMENT (Details Narrative) - Private Placement [Member]	Sep. 23, 2021 USD ($) $ / shares	Sep. 23, 2021 USD ($) $ / shares shares
Subsidiary, Sale of Stock [Line Items]
Shares issued price per share	$ 10.00	$ 10.00
Proceeds of private placement \| $	$ 2,550,000	$ 2,370,000
Sale of stock, description of transaction		Each Private Unit consists of one Private Share, one Private Right (“Private Right”) and one redeemable warrant (each, a “Private Warrant”). Each Private Right will convert into one-tenth (1/10) of one ordinary share upon the completion of the Business Combination. Each Private Warrant is exercisable to purchase three-fourth (3/4) of one ordinary share at a price of $11.50 per share.
Class of warrant or right, exercise price of warrants or rights	$ 11.50	$ 11.50
Sponsor [Member]
Subsidiary, Sale of Stock [Line Items]
Private placement units \| shares		255,000
Shares issued price per share	$ 10.00	$ 10.00
Proceeds of private placement \| $		$ 2,550,000

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)								1 Months Ended			3 Months Ended		9 Months Ended
	Jul. 01, 2023	Jun. 30, 2023	Sep. 19, 2022	Sep. 23, 2021	Sep. 23, 2021	Jun. 28, 2021	May 27, 2021	Feb. 28, 2021	Nov. 30, 2020	Jul. 31, 2020	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Oct. 09, 2023	Aug. 08, 2023	Dec. 31, 2022	Aug. 17, 2022
Related Party Transaction [Line Items]
Shares issued			2,393,594
Working capital loans											$ 0		$ 0				$ 0
[custom:WaiverOfAmountDueToRelatedParty]													(210,000)
Other Nonoperating Income											210,000		210,000
Monthly extension payment																		$ 88,867
Private Placement [Member]
Related Party Transaction [Line Items]
Shares issued					255,000
Shares issued price per share				$ 10.00	$ 10.00
Gross proceeds from private placement				$ 2,370,000	$ 2,550,000
Administrative Services Agreement [Member]
Related Party Transaction [Line Items]
Sponsor Fees	$ 10,000												10,000
Defined Contribution Plan, Administrative Expense													60,000	$ 90,000
[custom:WaiverOfAmountDueToRelatedParty]		$ 210,000
Unpaid administrative fee											0		0				150,000
Founder [Member]
Related Party Transaction [Line Items]
Shares issued								187,500	1,240,000	10,000
Stock issued during period, value, new issues									$ 24,999	$ 1
Expert Capital Investments Limited [Member]
Related Party Transaction [Line Items]
Stock issued during period shares transferred							1,437,500
Sponsor [Member]
Related Party Transaction [Line Items]
Convertible debt											$ 500,000		$ 500,000
Share price											$ 10.00		$ 10.00
Sponsor [Member] \| New Management And Directors [Member]
Related Party Transaction [Line Items]
Stock issued during period shares transferred						255,000
Related Party [Member]
Related Party Transaction [Line Items]
Aggregate principal amount																$ 80,000
Promissory note											$ 40,000		$ 40,000
Related Party [Member] \| Subsequent Event [Member]
Related Party Transaction [Line Items]
Aggregate principal amount															$ 100,000

SHAREHOLDER’S DEFICIT (Details Narrative) - USD ($)			9 Months Ended
SHAREHOLDER’S DEFICIT (Details Narrative) - USD ($)	Sep. 23, 2021	Sep. 23, 2021	Sep. 30, 2023	Dec. 31, 2022
Subsidiary, Sale of Stock [Line Items]
Common stock, shares authorized			500,000,000	500,000,000
Common stock, par value			$ 0.0001	$ 0.0001
Temporary equity, par or stated value per share			$ 16.5
Common Stock [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of stock, description of transaction			Each holder of a right (including Public Rights and Private Rights) will automatically receive one-tenth (1/10) of one ordinary share upon consummation of a Business Combination, even if the holder of such right redeemed all shares held by it in connection with a Business Combination. No fractional shares will be issued upon exchange of the rights. In the event the Company will not be the surviving company upon completion of a Business Combination, each holder of a right will be required to affirmatively convert the rights in order to receive the one-tenth (1/10) of an ordinary share underlying each right upon consummation of a Business Combination.
Warrant [Member]
Subsidiary, Sale of Stock [Line Items]
Class of warrant or right, exercise price of warrants or rights			$ 0.01
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Partners' capital account, units, sold in public offering		5,750,000
Partners' capital account, public sale of units		$ 57,500,000
Sale of stock, description of transaction		Each Public Right will convert into one-tenth (1/10) of one ordinary share upon the completion of the initial Business Combination. Each Public Warrant will entitle the holder to purchase three-fourth (3/4) of one ordinary share at an exercise price of $11.50 per whole share.
Class of warrant or right, exercise price of warrants or rights	$ 11.50	$ 11.50
Private Placement [Member]
Subsidiary, Sale of Stock [Line Items]
Proceeds of private placement	$ 2,550,000	$ 2,370,000
Sale of stock, description of transaction		Each Private Unit consists of one Private Share, one Private Right (“Private Right”) and one redeemable warrant (each, a “Private Warrant”). Each Private Right will convert into one-tenth (1/10) of one ordinary share upon the completion of the Business Combination. Each Private Warrant is exercisable to purchase three-fourth (3/4) of one ordinary share at a price of $11.50 per share.
Class of warrant or right, exercise price of warrants or rights	$ 11.50	$ 11.50
Private Placement [Member] \| Sponsor [Member]
Subsidiary, Sale of Stock [Line Items]
Private placement units issued		255,000
Proceeds of private placement		$ 2,550,000

SCHEDULE OF EXTENSION PAYMENTS DEPOSITED IN TRUST ACCOUNT (Details) - shares	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Ordinary Share Subject To Possible Redemption
Total ordinary shares issued	7,477,000	7,477,000
Share issued classified as equity	(1,727,000)	(1,727,000)
Share redemption	(2,426,439)	(2,393,594)
Ordinary shares, subject to possible redemption	3,323,561	3,356,406

ORDINARY SHARE SUBJECT TO POSSIBLE REDEMPTION (Details Narrative) - USD ($)	Sep. 25, 2023	Sep. 22, 2023	Sep. 21, 2023	Dec. 01, 2022	Sep. 21, 2022	Sep. 19, 2022	Sep. 30, 2023	Dec. 31, 2022
Stock new shares issued						2,393,594
Stock redeemed during period, shares		32,845
Ordinary shares subject to possible redemption, shares outstanding							3,323,561	3,356,406
American Stock and Trust Company LLC [Member]
Stock new shares issued					2,393,594
Share redemption per share	$ 11.00		$ 11.00		$ 10.12
Share redemption	$ 361,224		$ 361,224	$ 24,274,780	$ 24,223,171
Stock redeemed during period, shares	32,845		32,845

COMMITMENTS AND CONTINGENCIES (Details Narrative)	9 Months Ended
COMMITMENTS AND CONTINGENCIES (Details Narrative)	Sep. 30, 2023 USD ($)
Underwriting Agreement [Member]
Loss Contingencies [Line Items]
Percentage of underwriting fees	3.20%
Payment for initial public offering	$ 805,000
Cash payment recevied from underwriters	$ 575,000
Percentage of recevied from underwriters fees	4.50%
Underwriting Agreement [Member] \| Investors [Member]
Loss Contingencies [Line Items]
Percentage of recevied from underwriters fees	0.50%
Maximum [Member]
Loss Contingencies [Line Items]
Redemption of outstanding public shares percentage	100.00%
Maximum [Member] \| Underwriting Agreement [Member]
Loss Contingencies [Line Items]
Gross proceed from offering	$ 1,615,000

SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] - USD ($)	Oct. 09, 2023	Oct. 20, 2023
Subsequent Event [Line Items]
Deposits in trust account		$ 7,985
Deposits in trust account	$ 100,000

HHG Capital (NASDAQ:HHGCU)
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